Common use of Sale of Fund Shares Clause in Contracts

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 26 contracts

Samples: Participation Agreement (Allstate Life of N Y Var Life Sep Acct A), Participation Agreement (Farm Bureau Life Variable Account Ii), Participation Agreement (WRL Series Life Corporate Account)

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Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 25 contracts

Samples: Participation Agreement (Bma Variable Life Account A), Participation Agreement (Bma Variable Life Account A), Participation Agreement (Companion Life Separate Account B)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. Notice of election to suspend or terminate shall be furnished by the Fund to the Company as soon as reasonably practicable. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company insurer or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 3:00 p.m. Central Time on such Business Day and the Fund receives notice of such order by 9:30 a.m. Central Time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 11 contracts

Samples: Participation Agreement (Farm Bureau Life Variable Account), Participation Agreement (Farm Bureau Life Variable Account), Participation Agreement (Farm Bureau Life Annuity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its such Designated Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which when the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests interest of the shareholders of such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the Fund's then current prospectus.

Appears in 10 contracts

Samples: Participation Agreement (Charter National Variable Annuity Account), Participation Agreement (Separate Account KGC of Allmerica Fin Life Ins & Annuity Co), Participation Agreement (Separate Account B of Paragon Life Insurance Co)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 9 contracts

Samples: Participation Agreement (American National Variable Life Separate Account), Participation Agreement (American National Variable Annuity Separate Account), Participation Agreement (American National Variable Annuity Separate Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 9 contracts

Samples: Participation Agreement (American Equity Life Variable Account), Participation Agreement (Farm Bureau Life Annuity Account Ii), Participation Agreement (Equitrust Life Variable Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SECSecurities and Exchange Commission, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees or Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, ordinarily executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 8 contracts

Samples: Participation Agreement (Aul American Individual Variable Life Unit Trust), Participation Agreement (Aul American Individual Variable Annuity Unit Trust), Participation Agreement (Aul American Unit Trust)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 7 contracts

Samples: Participation Agreement (Mutual of America Separate Account No 2), Participation Agreement (Mutual of America Separate Account No 2), Participation Agreement (Mutual of America Separate Account No 3)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 8:00 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. In the event that Company’s Designee (as defined below) submits purchase, redemption or transfer instructions with the Funds, the agreement between the Underwriter (or its affiliate) and the agent shall govern such orders.

Appears in 6 contracts

Samples: Participation Agreement (Minnesota Life Individual Variable Universal Life Account), Participation Agreement (Variable Annuity Account), Participation Agreement (Minnesota Life Individual Variable Universal Life Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, typically in cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemptionredemption in accordance with Section 22(c) of the 1940 Act and the rules thereunder and the procedures and policies of the Fund as described in the then current prospectus, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 6 contracts

Samples: Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Participation Agreement (Pacific Select Exec Separate Account of Pacific Life & Annui), Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 5 contracts

Samples: Fund Participation and Service Agreement (Horace Mann Life Insurance Co Separate Account), Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SECSecurities and Exchange Commission, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees or Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. Cash redemptions ordinarily shall be paid not later than one Business Day, as defined below, following receipt by the Fund or its designee of the request for redemption unless, as described herein, the Fund exercises its rights under Section 22(e) of the 1940 Act and any rules thereunder. Cash payments shall be made in federal funds transmitted by wire. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 5 contracts

Samples: Participation Agreement (Price T Rowe Var an Acct of Fir Sec Ben Lif Ins&ann Co of Ny), Participation Agreement (Price T Rowe Variable Annuity Account), Participation Agreement (Price T Rowe Variable Annuity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule B which the each Account orders, executing such orders on a daily basis at in accordance with the net asset value next computed after receipt by the Fund or its designee applicable provisions of the order for the shares of the Designated PortfoliosDCC&S Agreement. 1.2 The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange NYSE is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and the FINRA. 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.4 of Article II of this Agreement is in effect to govern such sales. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee applicable provisions of the request for redemption, except that the DCC&S Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations. 1.6 The Company agrees to purchase and redeem the shares of payment or satisfaction upon redemption consistent with Section 22(e) each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. 1.7 Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto. 1.8 The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

Appears in 4 contracts

Samples: Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Participation Agreement (MEMBERS Horizon Variable Separate Account), Participation Agreement (Jefferson National Life of New York Annuity Account 1)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 4 contracts

Samples: Participation Agreement (Allianz Life of Ny Variable Account C), Participation Agreement (Allianz Life of Ny Variable Account C), Participation Agreement (Allianz Life Variable Account B)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio, and Fund will use its best efforts to give prior written notice to the Company at the earliest practicable time. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, State Street Bank and Trust Company is authorized as agent for the Company for receipt of purchase and redemption orders from the Account, and receipt by such agent or the Company shall constitute receipt by the Fund; provided that the agent or Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. Company acknowledges that it is financially responsible for such orders placed by State Street Bank and Trust Company with the Fund and such orders will be treated as if they were placed by Company under this Agreement. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 4 contracts

Samples: Participation Agreement (Variable Annuity Account Five), Participation Agreement (Fs Variable Annuity Account Five), Participation Agreement (Fs Variable Annuity Account Five)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B (“Portfolios”) that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC (“business day”) at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees’ fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended (“Code”), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.6 For purposes of Sections 1.2 and 1.5, the Insurer shall be the agent of the Fund for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account and receipt of such orders by 4:00 p.m. Eastern time by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-1 of the 1940 Act; provided that the Insurer will use its best efforts to provide notice of such orders to the Fund on the next following business day prior to 9:30 a.m. Eastern time on such day. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. 1.8 The Insurer shall pay for shares of the Portfolio on the next business day after it places an order to purchase shares of the Portfolio. Payment shall be in federal funds transmitted by wire. 1.9 Issuance and transfer of shares of the Portfolios will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.10 The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Insurer of any income dividends or capital gain distributions payable on the shares of the Portfolios. The Insurer hereby elects to reinvest in the Portfolio all such dividends and distributions as are payable on a Portfolio’s shares and to receive such dividends and distributions in additional shares of that Portfolio. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. 1.11 The Fund shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Portfolio as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time.

Appears in 4 contracts

Samples: Fund Participation Agreement (Standard Insurance Co), Fund Participation Agreement (Separate Account Va Qny), Fund Participation Agreement (TFLIC Separate Account VNY)

Sale of Fund Shares. 1.1 The Fund has granted to the Underwriter exclusive authority to distribute the Fund's shares, and has agreed to instruct, and has so instructed, the Underwriter to make available to the Company for purchase on behalf of the Account Fund shares of those Designated Portfolios selected by the Underwriter. Pursuant to such authority and instructions, and subject to Article X hereof, the Underwriter agrees to sell make available to the Company those for purchase on behalf of the Account, shares of the those Designated Portfolios which the Account orderslisted on Schedule A to this Agreement, executing such orders on a daily basis purchases to be effected at the net asset value next computed after receipt by the Fund or its designee in accordance with Section 1.3 of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingthis Agreement. Notwithstanding the foregoing, (i) Fund series (other than those listed on Schedule A) in existence now or that may be established in the future will be made available to the Company only as the Underwriter may so provide, and (ii) the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of Fund shares of any Designated Portfolio or class thereof, or liquidate any Designated Portfolio or class thereof, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or isif, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state lawsfaith, suspension, termination or liquidation is necessary in the best interests of the shareholders of such Designated Portfolio. In the event that the Fund initiates (i) a reorganization of a Fund as defined by Section 2 of the 1940 Act, or (ii) a change in the name of a Fund or a Designated Portfolio, the Underwriter shall reimburse the Company for the Company's internal and out-of-pocket costs associated with the aforementioned actions. The Company agrees to use its best efforts to minimize any costs incurred under this Section and shall provide the Underwriter with acceptable documentation of any such costs incurred. 1.3 1.2 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to shall redeem, on at the Company's request, any full or fractional Designated Portfolio shares of the Designated Portfolios held by the CompanyCompany on behalf of the Account, executing such requests on a daily basis redemptions to be effected at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with Section 1.3 of this Agreement. Notwithstanding the procedures foregoing, (i) the Company shall not redeem Fund shares attributable to Contract owners except in the circumstances permitted in Section 10.3 of this Agreement, and policies of (ii) the Fund as described in may delay redemption of Fund shares of any Designated Portfolio to the then current prospectusextent permitted by the 1940 Act, and any rules, regulations or orders thereunder.

Appears in 4 contracts

Samples: Participation Agreement (Ids Life Variable Account 10), Participation Agreement (Ids Life of New York Variable Annuity Account), Participation Agreement (Riversource of New York Variable Annuity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern Time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 4 contracts

Samples: Participation Agreement (Massachusetts Mutual Variable Life Separate Account I), Participation Agreement (C M Life Variable Life Separate Account I), Participation Agreement (Massachusetts Mutual Variable Life Separate Account I)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule B which the each Account orders, executing such orders on a daily basis at in accordance with the net asset value next computed after receipt by the Fund or its designee applicable provisions of the order for the shares of the Designated PortfoliosDVA Agreement. 1.2 The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange NYSE is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and FINRA. 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.6 of Article II of this Agreement is in effect to govern such sales. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee applicable provisions of the request for redemption, except that the DVA Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations, including, with respect to redemptions in kind, providing a pro-rata distribution of payment or satisfaction upon redemption consistent with Section 22(e) securities. 1.6 The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information and the terms of the Agreement. 1.7 Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto. 1.8 The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

Appears in 4 contracts

Samples: Participation Agreement (Separate Account I of Integrity Life Insurance Co), Participation Agreement (Separate Account I of National Integrity Life Ins Co), Participation Agreement (Separate Account I of National Integrity Life Ins Co)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its such Designated Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value by 6:30 p.m. New York time on each day which when the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personPortfolio, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Designated PortfolioPortfolios. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is if in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. The Fund will pay for net redemptions via federal funds wire transmitted by 2:00 p.m. New York time on the same day the Fund receives notice of redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund Funds as described in the Fund's then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Accounts and receipt by such designee shall constitute receipt by the Fund; provided that same Business Day, provided that the Company receives the order prior to the determination of net asset value as set forth in the Fund's then current prospectus and the Fund receives notice of such order by 10:00 a.m., New York time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading.

Appears in 4 contracts

Samples: Participation Agreement (Lincoln Life & Annuity Flexible Premium Variable Life Account M), Participation Agreement (Lincoln Life Flexible Premium Variable Life Account M), Participation Agreement (Lincoln Life & Annuity Flexible Premium Variable Life Account M)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SECSecurities and Exchange Commission, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 3 contracts

Samples: Participation Agreement (United of Omaha Separate Account C), Participation Agreement (Companion Life Separate Account B), Participation Agreement (United of Omaha Separate Account C)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the each Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the each Company and the its respective Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the each Company's request, any full or fractional shares of the Designated Portfolios held by the respective Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 3 contracts

Samples: Participation Agreement (Carillon Life Account), Participation Agreement (Ameritas Life Insurance Corp Separate Account LLVL), Participation Agreement (Ameritas Variable Separate Account V)

Sale of Fund Shares. 1.1 1.1. The Fund has granted to the Underwriter exclusive authority to distribute the Fund's shares, and has agreed to instruct, and has so instructed, the Underwriter to make available to the Company for purchase on behalf of the Account Fund shares of those Designated Portfolios selected by the Underwriter. Pursuant to such authority and instructions, and subject to Article X hereof, the Underwriter agrees to sell make available to the Company those for purchase on behalf of the Account, shares of the those Designated Portfolios which the Account orderslisted on Schedule A to this Agreement, executing such orders on a daily basis purchases to be effected at the net asset value next computed after receipt by the Fund or its designee in accordance with Section 1.3 of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingthis Agreement. Notwithstanding the foregoing, (i) Fund series (other than those listed on Schedule A) in existence now or that may be established in the future will be made available to the Company only as the Underwriter may so provide, and (ii) the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of Fund shares of any Designated Portfolio or class thereof, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or isif, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary in the best interests of the shareholders of such Designated PortfolioPortfolio (it being understood that for this purpose shareholders means Contract owners). Notice of election to suspend or terminate shall be furnished by the Fund, said termination to be effective 10 business days after receipt of such notice by the Company in order to give the Company sufficient time to take appropriate steps in response to such suspension or termination. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public1.2. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to shall redeem, on at the Company's request, any full or fractional Designated Portfolio shares of the Designated Portfolios held by the CompanyCompany on behalf of the Account, executing such requests on a daily basis redemptions to be effected at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with Section 1.3 of this Agreement. Notwithstanding the procedures foregoing, (i) the Company shall not redeem Fund shares attributable to Contract owners except in the circumstances permitted in Section 10.3 of this Agreement, and policies of (ii) the Fund as described in may delay redemption of Fund shares of any Designated Portfolio to the then current prospectusextent permitted by the 1940 Act, and any rules, regulations or orders thereunder.

Appears in 3 contracts

Samples: Participation Agreement (Country Investors Variable Annunity Account), Participation Agreement (Country Investors Variable Annunity Account), Participation Agreement (Country Investors Variable Life Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated PortfolioPortfolio (it being understood that for this purpose shareholders means Contract owners). Notice of election to suspend or terminate shall be furnished by the Fund to the Company as soon as reasonably practicable. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 3 contracts

Samples: Participation Agreement (Country Investors Variable Annunity Account), Participation Agreement (Country Investors Variable Life Account), Participation Agreement (Country Investors Variable Annunity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule B which the each Account orders, executing such orders on a daily basis at in accordance with the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated PortfoliosElectronic Trading Agreement. 1.2 The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day on which the New York Stock Exchange NYSE is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and FINRA. 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing substantive operational and legal provisions substantially the same as Articles I, III and VII of similar to those contained in this Agreement is in effect to govern such sales. For purposes of this provision, “substantive operational and legal provisions” includes matters such as the price at which Fund shares are available, deadlines for order receipt by the Company, trade date determinations, the representations and warranties set forth in Article II, and the provisions of Section 5.1, but does not include other administrative and operational arrangements. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Electronic Trading Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations. 1.6 The Company agrees to purchase and redeem the shares of payment or satisfaction upon redemption consistent with Section 22(e) each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. 1.7 Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto. 1.8 The Sponsor shall make available to the Company information regarding any income, dividends, or capital gain distributions payable on any Portfolio shares as described soon as reasonably practicable, and shall use commercially reasonable efforts to make such information available on a same-day basis. The Company hereby elects to receive all income, dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

Appears in 3 contracts

Samples: Participation Agreement (Mutual of America Separate Account No 2), Participation Agreement (Mutual of America Separate Account No 2), Participation Agreement (Mutual of America Separate Account No 3)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accountsaccounts as provided under Section 817(h)(4) of the Internal Revenue Code of 1986, as amended (the "Code"). No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 3 contracts

Samples: Participation Agreement (Pruco Life Insurance Co Variable Appreciable Account), Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account), Participation Agreement (Prudential Discovery Select Group Variable Contract Acct)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule B which the each Account orders, executing such orders on a daily basis at in accordance with the net asset value next computed after receipt by terms of this Agreement and the Fund or its designee relevant provisions of the order for the shares of the Designated PortfoliosState Street DCC&S Agreement. 1.2 The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange NYSE is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and the NASD. 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.6 of Article II of this Agreement is in effect to govern such sales. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee relevant provisions of the request for redemption, except that the State Street DCC&S Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations. 1.6 The Company agrees to purchase and redeem the shares of payment or satisfaction upon redemption consistent with Section 22(e) each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. 1.7 Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto. 1.8 The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

Appears in 3 contracts

Samples: Participation Agreement (Symetra Separate Account Sl), Participation Agreement (First Symetra National Life Insurance Co of Ny Sep Acct S), Participation Agreement (Symetra SEPARATE ACCOUNT C)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accountsaccounts as provided under Section 8 l 7(h)(4) of the Internal Revenue Code of 1986, as amended (the "Code"). No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 2 contracts

Samples: Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account), Participation Agreement (Pruco Life Variable Universal Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company Society those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company Society and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. Notice of election to suspend or terminate shall be furnished by the Fund to the Society as soon as reasonably practicable. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company insurer or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's Society’s request, any full or fractional shares of the Designated Portfolios held by the CompanySociety, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Society shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Society receives the order by 3:00 p.m. Central Time on such Business Day and the Fund receives notice of such order by 9:30 a.m. Central Time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 2 contracts

Samples: Participation Agreement (Modern Woodmen of America Variable Account), Participation Agreement (Modern Woodmen of America Variable Annuity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule B which the each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee in accordance with Sections 4(b)(iv), (v), (vi) and (vii) and 6(c) of the order for DCC&S Agreement and the shares Operating and Contingency Procedures/Defined Contribution Clearance & Settlement attached to the DCC&S Agreement, as they may be modified from time to time in accordance with Section 16(b) of the Designated PortfoliosDCC&S Agreement (the “DCC&S Operating/Contingency Procedures”). 1.2 The Fund Fund, subject to the provisions of Article XI of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange NYSE is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio.. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.4 of Article II of this Agreement is in effect to govern such sales. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the DCC&S Operating/Contingency Procedures. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of additional information. The Fund agrees to treat the Company like any other shareholder in similar circumstances in making these determinations. With respect to payment of the purchase price by the Company and of redemption or postpone proceeds by the date of payment or satisfaction upon redemption consistent with Section 22(eFund, Sections 7(b) and (c) of the 1940 Act DCC&S Agreement and any sales thereunder, the DCC&S Operating/Contingency Procedures shall apply. 1.6 The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. 1.7 Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto. 1.8 The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions. 1.9 The Fund shall make the daily net asset value for each Portfolio available on a per share basis to the Company pursuant to Section 5(d) of the DCC&S Agreement. In the event of an error in the then current prospectuscomputation of the Fund’s net asset value per share, Section 7(d) of the DCC&S Agreement shall apply.

Appears in 2 contracts

Samples: Participation Agreement (Nationwide Vli Separate Account 4), Participation Agreement (Nationwide Provident Vli Separate Account 1)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I1, III 111 and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 2 contracts

Samples: Participation Agreement (Mony America Variable Account L), Participation Agreement (Mony Variable Account L)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 2 contracts

Samples: Participation Agreement (ALAC Separate Account 1), Participation Agreement (ALAC Separate Account 1)

Sale of Fund Shares. 1.1 1.1. The Underwriter agrees to sell to the Company those shares of the Designated Portfolios Fund which the Account ordersCompany orders on behalf of the Accounts, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios.net 1.2 1.2. The Fund agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company Participating Insurance Companies and the Account their separate accounts on those days on which the Fund calculates its net asset value pursuant to rules of the SEC; provided, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoinghowever, that the Board of Directors of the Fund (hereinafter the "BoardDirectors") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Directors, 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 such Designated any Portfolio. 1.3 1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. 1.4. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III III, V, and VII of this Agreement is in effect to govern such sales. 1.4 1.5. The Fund agrees to redeemredeem for cash, on upon the Company's request, any full or fractional shares of the Designated Portfolios Fund held by - 4 - 5 the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that . 1.6. The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures provisions of such prospectus. The Company agrees that all net amounts available under the Policies shall be invested in the Fund, or in the Company's general account; provided that such amounts may also be invested in an investment company other than the Fund if (a) such other investment company, or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of all the Fund as described in Portfolios of the then current prospectus.Fund; or

Appears in 2 contracts

Samples: Participation Agreement (Market Street Fund Inc), Participation Agreement (Provident Mutual Variable Growth Separate Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and on behalf of the Account Accounts on those days on which the Fund calculates its such Designated Portfolio’s net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value on the days and at the times described in the Fund’s prospectus (as of the close of the New York Stock Exchange on each day which when the New York Stock Exchange is open for trading). Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests interest of the shareholders of such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accounts, or to certain Retirement Plans. No shares of any Designated Portfolios will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Designated Portfolio to any person eligible to invest in that Designated Portfolio in accordance with applicable provisions of Section 817(h) under the Internal Revenue Code of 1986, as amended (“Code”) and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Designated Portfolio to any person, including members of the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, and receipt of requests for redemption by such designee by 4:00 p.m. New York time (the “Valuation Time”) shall constitute receipt by the Fund, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules or order thereunder, and in accordance with the procedures and policies of the Fund as described in the Fund’s then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund solely for receipt of purchase and redemption orders from the Accounts, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order prior to the Valuation Time on a Business Day and the Fund receives notice of such order by 9:30 a.m. New York time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 2 contracts

Samples: Participation Agreement (Tiaa-Cref Life Separate Account Vli-1), Participation Agreement (Annuity Investors Variable Account B)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. Notice of election to suspend or terminate shall be furnished by the Fund to the Company as soon as reasonably practicable. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company insurer or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 2 contracts

Samples: Participation Agreement (Country Investors Variable Life Account), Participation Agreement (Country Investors Variable Annunity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule B to the Electronic Trading Agreement which the each Account orders, executing such orders on a daily basis at in accordance with the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated PortfoliosElectronic Trading Agreement. 1.2 The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day on which the New York Stock Exchange (the “NYSE”) is open for tradingtrading (each such day, a “Business Day”). Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and FINRA. 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.6 of Article II of this Agreement is in effect to govern such sales. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee applicable provisions of the request for redemption, except that the Electronic Trading Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations. 1.6 The Company agrees to purchase and redeem the shares of payment or satisfaction upon redemption consistent with Section 22(e) each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. 1.7 Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B to the Electronic Trading Agreement. 1.8 The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

Appears in 2 contracts

Samples: Participation Agreement (Penn Insurance & Annuity Co), Participation Agreement (Variable Annuity Account a of Protective Life)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 2 contracts

Samples: Participation Agreement (Allmerica Select Sep Acct Ii of Allmerica Fin Life Ins Co), Participation Agreement (Vel Ii Acct of State Mutual Life Assur Co of America)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern Time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 2 contracts

Samples: Participation Agreement (MML Bay State Variable Life Separate Account I), Participation Agreement (MML Bay State Variable Life Separate Account I)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 2 contracts

Samples: Participation Agreement (SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY Co), Participation Agreement (SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY Co)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 2 contracts

Samples: Participation Agreement (MEMBERS Horizon Variable Separate Account), Participation Agreement (Standard Insurance Co)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule II to the DCC&S Agreement which the each Account orders, executing such orders on a daily basis at in accordance with the net asset value next computed after receipt by the Fund or its designee applicable provisions of the order for the shares of the Designated PortfoliosDCC&S Agreement. 1.2 The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange NYSE is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and the FINRA. 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.4 of Article II of this Agreement is in effect to govern such sales. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee applicable provisions of the request for redemption, except that the DCC&S Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations. 1.6 The Company agrees to purchase and redeem the shares of payment or satisfaction upon redemption consistent with Section 22(e) each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. 1.7 Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule II to the DCC&S Agreement. 1.8 The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

Appears in 2 contracts

Samples: Participation Agreement (Aul American Individual Variable Life Unit Trust), Participation Agreement (Pruco Life Flexible Premium Variable Annuity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request's, or its designated agent , Benefit Trust, request any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 2 contracts

Samples: Participation Agreement (First Symetra National Life Insurance Co of Ny Sep Acct S), Participation Agreement (Symetra Resource Variable Account B)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, SEC and as described in the Fund shall use its best efforts to calculate such Fund's registration statement ("Business Day") at the net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each day which Business Day shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund, the Executive Committee thereof or any officer of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board such person(s), acting in good faith and in light of their fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each Business Day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectusregistration statement. 1.6 For purposes of Sections 1.2 and 1.5, the Insurer shall be the agent of the Fund for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account, and receipt of such orders by the close of regular trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-l of the 1940 Act; provided that the Insurer will use its best efforts to provide notice of such orders to the Fund on the next following Business Day by 9:00 a.m. Eastern time on such day. Insurer agrees to submit such orders electronically through secured trading systems as described on Exhibit C to this Agreement or, if it is unable to submit orders electronically, Insurer shall submit such orders through manual transmissions using the procedures described in Exhibit C to this Agreement. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. 1.8 Unless otherwise specified in Exhibit C, the Insurer shall pay for shares of the Portfolio on the next Business Day after it receives an order to purchase shares of the Portfolio, and payment shall be in federal funds transmitted by wire. 1.9 Issuance and transfer of shares of the Portfolios will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.10 Unless otherwise specified in Exhibit C, the Fund shall furnish same day notice (by wire, telephone, facsimile or on the World Wide Web internet site of the Fund's Adviser or its affiliate containing information about the Fund ("Fund Web Site") to the Insurer of any income dividends or capital gain distributions payable on the shares of the Portfolios. The Insurer hereby elects to reinvest in the Portfolio all such dividends and distributions as are payable on a Portfolio's shares and to receive such dividends and distributions in additional shares of that Portfolio. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund or its agent shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. 1.11 Unless otherwise specified in Exhibit C, the Fund shall furnish to the Insurer (by wire, telephone, facsimile or on the Fund Web Site) on each Business Day the net asset value per share for each Portfolio as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:15 p.m. Eastern time. 1.12 Insurer agrees to collect or cause to be collected all applicable redemption fees as described in the Prospectus on all accounts opened with the Fund on an omnibus basis, and promptly remit such fees to Distributor, subject to the following. Distributor shall collect all applicable redemption fees on accounts opened with the Fund on a fully-disclosed basis. Distributor and Insurer acknowledge that currently Insurer's Information Technology systems are capable of administering a Fund redemption fee of only 1.00% upon Fund Shares redeemed within 60 days of purchase ("1.00% Fund Redemption Fee"). Insurer represents and warrants to Distributor that it is using reasonable commercial efforts to develop the capability of imposing all applicable redemption fees as described in the Prospectuses for the Funds. Accordingly, with respect to the Funds, Distributor hereby waives the requirement that Insurer collect "all applicable" redemption fees as described above until such time as Insurer has updated its systems, provided that Insurer shall collect the 1.00% Fund Redemption Fee on all accounts opened with the Fund on an omnibus basis if such Fund imposes a redemption fee. Insurer shall make full disclosure regarding the imposition of the 1.00% Fund Redemption Fee to Insurer's customers in the event Insurer seeks to collect 1.00% Fund Redemption Fee from Insurer's customers holding Fund Shares. Distributor hereby waives the requirement that Insurer collect "all applicable" redemption fees as described above until the earlier of the completion of Insurer's system updates or December 31, 2006. On or about December 1, 2006, Distributor and Insurer will review Insurer's progress towards its ability to impose such fees by December 31, 2006 and based upon that review determine an appropriate course of action for the period beginning January 1, 2007.

Appears in 2 contracts

Samples: Fund Participation Agreement (Nationwide VL Separate Account-G), Fund Participation Agreement (Nationwide VL Separate Account-G)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its such Designated Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which when the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests interest of the shareholders of such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accountsaccounts in accordance with the requirements of Section 817(h)(4) of the Internal Revenue Code of 1986, as amended ("Code") and Treasury Regulation Section 1.817-5. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the Fund's then current prospectus.

Appears in 2 contracts

Samples: Participation Agreement (Metlife Investors Variable Annuity Account One), Participation Agreement (First Metlife Investors Variable Annuity Account One)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles Ithe provisions in Section 2.5 of Article II, III Article IV and Article VII of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and . Provided that the Fund has not suspended the right of redemption in accordance with the procedures and policies Section 22(e) of the 1940 Act, such redemption shall be paid by the Fund as described to SBL on the business day that the Fund receives actual notice of an order to redeem shares. Payment shall be in the then current prospectusfederal funds transmitted by wire by 6:00 p.m. Eastern time, although Federated will use best efforts to make such payment by 3:00 p.m. Eastern time.

Appears in 2 contracts

Samples: Fund Participation Agreement (Variable Annuity Account A), Fund Participation Agreement (Variable Annuity Account A)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to Contracts funded by the Company those Separate Account will provide for the allocation of net amounts among the various Divisions of the Separate Account for investment in the shares of the Designated particular Portfolio of the Fund underlying each Division. The selection of the particular Division is to be made (and such selection may be changed) in accordance with the terms of the Contract. 1.2 Fund shares to be made available to the respective Divisions of the Separate Account shall be sold by each of the respective Portfolios which of the Account orders, executing such orders on a daily basis Fund and purchased by the Company for that Division at the net asset value next computed after receipt of each order, as established in accordance with the provisions of the then current prospectus of the Fund. Shares of a particular Portfolio of the Fund shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of those Contracts having amounts allocated to the Division for which the Fund Portfolio shares serve as the underlying investment medium. Orders and payments for shares purchased will be sent promptly to the Fund and will be made payable in the manner established from time to time by the Fund or its designee of the order for the shares receipt of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingpayments. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, person or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities authority having jurisdiction, jurisdiction over the Fund or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Designated Portfolio. 1.3 The Fund and will redeem the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated various Portfolios will be sold to when requested by the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, Company on the Company's request, any full or fractional shares behalf of the Designated Portfolios held by corresponding Division of the Company, executing such requests on a daily basis Separate Account at the net asset value next computed after receipt by the Fund or its designee of the each request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and as established in accordance with the procedures provisions of the then current prospectus of the Fund. The Fund will make payment in the manner established from time to time by the Fund for the receipt of such redemption requests, but in no event shall payment be delayed for a greater period than is permitted by the 0000 Xxx. 1.35 For purposes of paragraphs 1.2 and policies 1.3 hereinabove, the Company shall be the agent of the Fund as described in for the then current prospectus.receipt of (1) orders to purchase, and (2) requests to redeem, shares of the Portfolios of the Fund on behalf of the Separate Account, and receipt of such orders and requests by such agent shall constitute receipt thereof by the Fund, provided that the Fund

Appears in 2 contracts

Samples: Fund Participation Agreement (Lincoln Benefit Life Variable Annuity Account), Fund Participation Agreement (Lincoln Benefit Life Variable Life Account)

Sale of Fund Shares. 1.1 The Underwriter Fund and the Distributor, as applicable, agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders to be executed on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund Adviser or its designee agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of in accordance with the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingFund’s prospectus (a “Business Day”). Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") ”), the Adviser, or the Distributor, as applicable, may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the its sole discretion of the Board and 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales.[Reserved] 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 The Fund hereby appoints the Company as an agent of the Fund for the sole limited purpose of receipt of purchase and redemption orders on behalf of the Account for shares of those Designated Portfolios made available hereunder, and receipt by such agent shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time on Business Day and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. 1.6 The Company agrees to purchase and redeem the shares of each Designated Portfolio offered by the then current prospectus of the Fund and in accordance with the provisions of such prospectus to the extent not inconsistent with the terms and conditions of this Agreement. 1.7 The Company shall pay for Fund shares one Business Day after receipt of an order to purchase Fund shares is made in accordance with the provisions of Section 1.5 hereof. Payment shall be in federal funds transmitted by wire by 3:00 p.m. Eastern time (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of shares of other Designated Portfolios effected pursuant to redemption requests tendered by the Company on behalf of the Account, or unless the Fund otherwise determines and so advises the Company to delay the date of payment, to the extent the Fund may do so under the 1940 Act). If payment in federal funds for any purchase is not received or is received by the Fund after 3:00 p.m. Eastern time on such Business Day, the 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. For purposes of Section 2.8 and 2.9 hereof, upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. Payment for Designated Portfolio shares redeemed by the Account or the Company shall be made by the Fund in federal funds transmitted by wire to the Company or any other designated person by 3:00 p.m. Eastern time on the next Business Day after an order to redeem a Designated Portfolio’s shares is made in accordance with the provision of Section 1.5 hereof (unless redemption proceeds are to be applied to the purchase of shares of other Designated Portfolios in accordance with this Section 1.7). Upon receipt by the Company of the payment, such funds shall cease to be the responsibility of the Fund and shall become the responsibility of the Company. 1.8 Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 1.9 The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Designated Portfolios’ shares. The Company hereby elects to receive all such income, dividends, and capital gain distributions as are payable on Designated Portfolio shares in additional shares of that Fund at the ex-dividend date net asset values. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10 The Fund shall make the net asset value per share for each Designated Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated (normally by 7:00 p.m. Eastern time) and shall use its best efforts to make such net asset value per share available by 7 p.m. Eastern time each Business Day. If the net asset value is materially incorrect through no fault of the Company, the Company on behalf of each Account, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value in accordance with Fund procedures and the Fund shall bear the cost of correcting such errors, pursuant to Schedule C. Any material error in the calculation or reporting of the net asset value, dividends, or capital gain information shall be reported to the Company promptly upon discovery. 1.11 If transactions in shares of the Designated Portfolios are settled through the National Securities Clearing Corporation (“NSCC”) Fund/SERV system, the following provisions shall apply: (1) The Fund and the Company each represent that it or one of its affiliates, or in the case of the Company its custodian, has entered into the Standard Networking Agreement with the NSCC and it desires to participate in the programs offered by the NSCC Fund/SERV system, which provide (i) an automated process whereby shareholder purchases and redemptions, exchanges and transactions of mutual fund shares and executed through the Fund/SERV system, and (ii) a centralized and standardized communication system for the exchange of customer-level information and account activity through the Fund/SERV Networking system (“Networking System”). (2) The Fund and the Company or their designees will be bound by the rules of the NSCC. Without limiting the generality of the following provisions of this section, the Fund and the Company or their designees each will use its best efforts to (i) perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV and the Networking Matrix Level utilized; and (ii) ensure that any information transmitted through the Networking System by it to the other party and pursuant to this Agreement is accurate, complete, and in the format prescribed by the NSCC. The Fund and the Company or their designees will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the Networking System and to limit the access to, and the inputting of data into, Networking System to persons specifically authorized by such party. (3) For each Fund/SERV transaction, including transactions establishing accounts with the Fund or its affiliates, the Company or its designee shall provide the Fund and its affiliates with all information reasonably necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information), which the Company hereby certifies is and shall remain true and correct. The Company or its designee shall maintain documents required by the Fund to effect Fund/SERV transactions. (4) Based on Contract owner instructions and other authorized account transactions received by the Company prior to the close of the New York Stock Exchange on each Business Day (T), the Company or its designee shall transmit to the Fund via the Networking System by the time of receipt of Cycle 11 from the NSCC on the following Business Day, (T+1), a file containing the order, in dollars or shares, by each Account for shares of each Designated Portfolio for the preceding Business Day. (5) Settlement for all orders effected pursuant to the Agreement will occur on a (T+1) basis, in same day funds, through the Networking System, unless an order is submitted manually. All orders submitted prior to Cycle 11 via the Networking System shall receive prices from the trade date (T). If, on any Business Day, (i) a party to this Agreement chooses not to use the Networking System for a particular transaction, or (ii) there are technical problems with the Networking System that render it impracticable for a party to transmit or receive information through the Networking System, the party who determines not to use the Networking System will notify the other party of such determination as early as possible. In such event, the procedures set forth in Article I of this Agreement shall apply. The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds to Contract owners; the Company alone shall be responsible for such action. To the extent not inconsistent with this Section 1.11 or the NSCC’s Rules and Procedures, the provisions of Article I of this Agreement shall apply to transactions processed through the NSCC. 1.12 The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Fund’s shares may be sold to other insurance companies (subject to Section 1.3 and Article VI hereof) and the cash value of the Contracts may be invested in other investment companies. 1.13 Pursuant to Rule 22c-2 of the 1940 Act, the Fund and the Company agree to comply with the terms included in the attached Schedule B as of the effective date of this Agreement.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its such Designated Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value by 6:30 p.m. New York time on each day which when the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personPortfolio, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Designated PortfolioPortfolios. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is if in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. The Fund will pay for net redemptions via federal funds wire transmitted by 2:00 p.m. New York time on the same day the Fund receives notice of redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) <Page> of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund Funds as described in the Fund's then current prospectus.current

Appears in 1 contract

Samples: Participation Agreement (Lincoln Life & Annuity Flexible Premium Variable Life Account M)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company Society those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company Society and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated PortfolioPortfolio (it being understood that for this purpose shareholders means Contract owners). Notice of election to suspend or terminate shall be furnished by the Fund, said termination to be effective 10 business days after receipt of such notice by the Society in order to give the Society sufficient time to take appropriate steps in response to such suspension or termination. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the CompanySociety's request, any full or fractional shares of the Designated Portfolios held by the CompanySociety, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Society shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Society receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Modern Woodmen of America Variable Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SECSecurities and Exchange Commission, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees or Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.. Subject to the foregoing, the Fund shall ordinarily wire any net redemption proceeds to the Company on the next Business Day after an order to redeem Fund shares is made. Payment shall be in federal funds transmitted by wire by 3:00 p.m.

Appears in 1 contract

Samples: Participation Agreement (First Providian Life & Health Insur Co Separate Account C)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on SEC (generally each day on which the New York Stock Exchange is open for trading). Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accountsaccounts and, as applicable, to trusts funding certain employee benefit plans. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Standard Insurance Co)

Sale of Fund Shares. 1.1 A. The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 B. The Fund agrees to make shares of the each Designated Portfolios Portfolio available indefinitely for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its such Designated Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which when the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "BoardBOARD") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio (i.e., including but not limited to fund merger, closure, etc.) if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests interest of the shareholders of such Designated Portfolio. 1.3 C. The Company understands that the Fund and the Underwriter agree that sell shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The D. As redemptions in-kind are not operationally possible under the arrangements contemplated by this Agreement, the Fund agrees to redeemredeem for cash, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the Fund's then current prospectus. E. For purposes of Sections 1(A) and 1(D), the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Accounts, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order prior to the determination of net asset value as set forth in the Fund's then current prospectus and the Fund receives notice of such order by 9.30 a.m. New York time on the next following Business Day byfacsimile (orally confirmed) or by such other means as the Fund and the Company may mutually agree upon. "BUSINESS DAY" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. If trades are processed through the Defined Contribution Clearance and Settlement functionality of the NSCC, such trades must be received by 6:00 a.m. Eastern Time on the business day following their receipt by the Company.

Appears in 1 contract

Samples: Retail Fund Participation Agreement (Hartford Life Insurance Co Separate Account 11)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 1.1. The Fund agrees to make Class A shares of the Designated Portfolios Portfolio(s) available for purchase at the applicable net asset value per share by the Company FGWL&A and the Account on those days on which the Fund calculates its Designated Portfolio(s)' net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for regular trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public1.2. The Fund and the Underwriter Distributor will not sell Fund shares of the Designated Portfolio(s) to any insurance company or other Participating Insurance Company separate account unless an agreement (which may or may not include the Fund as a party) containing provisions substantially similar to Sections 2.1 (it being understood that in some cases, this representation may be in the same form of a representation as Articles Ito compliance with applicable law generally), III 2.4 (other than the provision on mutual cooperation) and 2.11 of Article n, Sections 3.4 and 3.5 of Article ffl, and Article VII of this Agreement is in effect to govern such sales. 1.4 1.3. The Fund agrees to redeem(a) sell to FGWL&A those full and fractional shares of the Designated Portfolio(s) that FGWL&A, on behalf of the CompanyAccount, orders, and (b) redeem for cash, on FGWL&A's requestorder on behalf of the Account, any full or fractional shares of the Designated Portfolios Fund held by the CompanyFGWL&A, in each case executing such requests orders on a daily basis each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request order for redemptionthe shares of the Designated Portfolios. For purposes of this Section 1.3, except FGWL&A shall be the designee of the Fund for the limited purpose of receiving and accepting purchase and redemption orders resulting from contributions and payments under the Contracts; and receipt by such designee shall constitute receipt by the Fund, provided that the Fund reserves receives notice of any such order by 10:00 a.m. Eastern time on the right next following Business Day or later time permitted by Section 1.6 hereof. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Designated Portfolio calculates its net asset value pursuant to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) rules of the 1940 Act SEC. FGWL&A shall provide the Fund with net purchase and any sales thereunder, and redemption requests computed in accordance with the procedures and policies of the Fund as described in the then current prospectusSection 1.7 hereof.

Appears in 1 contract

Samples: Fund Participation Agreement (Variable Annuity I Ser Acc of Fir GRT West Li & Annu Ins Co)

Sale of Fund Shares. 1.1 The Underwriter TPIS agrees to sell to the Company Accounts those shares of the Designated Portfolios Funds which the each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund Trust or its designee of the order for the shares of the Designated PortfoliosFunds. The Trust reserves the right to sell its shares to other persons and to appoint additional underwriters and distributors. 1.2 The Fund Trust agrees to make shares of the Designated Portfolios Funds available for purchase at the applicable net asset value per share by the Insurance Company and the Account Accounts on those days on which the Fund Trust calculates its net asset value pursuant to rules of the SEC, SEC and in accordance with the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingTrust’s then-current registration statement. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund Trust (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio Fund to any person, or suspend or terminate the offering of shares of any Designated Portfolio Fund if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated PortfolioFund. 1.3 The Fund Trust and the Underwriter TPIS agree that shares of the Fund Designated Funds will be sold only to Participating Insurance Companies and their separate accountsaccounts and to persons or plans that communicate to the Trust that they qualify to purchase shares of the Designated Funds under Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder without impairing the ability of the Accounts to consider the portfolio investments of the Designated Funds as constituting investments of the Accounts for the purpose of satisfying the diversification requirements of Section 817(h) (“Qualified Persons”). No shares of any Designated Portfolios Funds will be sold to the general public. The Fund Trust and the Underwriter TPIS will not sell Designated Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund Trust agrees to redeem, on the Insurance Company's ’s request, any full or fractional shares of the Designated Portfolios Funds held by the Insurance Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund Trust or its designee of the request for redemption, except that the Fund Trust reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Trust as described in its then-current registration statement. 1.5 The Trust hereby appoints Insurance Company as designee of the Trust for the limited purpose of receipt of purchase and redemption orders on behalf of the Accounts for shares of those Designated Funds made available hereunder, and receipt by such designee prior to the time that the Trust ordinarily calculates the net asset value of a Designated Fund as described in the then Trust’s then-current prospectusregistration statement shall constitute receipt by the Trust on that same Business Day, provided that the Trust, its transfer agent or other designated agent receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC. In the event that National Securities Clearing Corporation (“NSCC”) systems are not functioning, or other automated means agreed upon among the parties (e.g., computer) for the placement of orders is unavailable, or there is a malfunction in Insurance Company’s or its designee’s systems on a given Business Day, in such circumstances, Insurance Company may transmit orders to the Trust, its transfer agent or as otherwise directed by the Trust via facsimile by 8:30 a.m. Eastern Time on the next Business Day following the trade date. Insurance Company must notify the Trust of the existence of any such Instructions, and the Trust and its transfer agent will use commercially reasonable efforts to process those instructions in a mutually satisfactory manner. Notwithstanding the foregoing, on a limited basis, Insurance Company may transmit instructions until 9:00 a.m. Eastern Time via NSCC on the next Business Day for corrections to already-submitted orders.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Cref Life Separate Account Va-1)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SECSecurities and Exchange Commission, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees or Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board 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 such Designated PortfolioPortfolios. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold sole to the general public. The Fund fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Participation Agreement (Va I Separate Account of Unum Life Ins Co of America)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accountsaccounts as provided under Section 817(h)(4) of the Internal Revenue Code of 1986, as amended (the “Code”). No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Prudential Variable Contract Account Gi-2)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.6 For purposes of Sections 1.2 and 1.5, the Insurer shall be the agent of the Fund for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account and receipt of such orders by 4:00 p.m. Eastern time by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-1 of the 1940 Act; provided that the Fund receives notice of such orders on the next following business day prior to 4:00 p.m. Eastern time on such day, although the Insurer will use its best efforts to provide such notice by 12:00 noon Eastern time. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. 1.8 The Insurer shall pay for shares of the Portfolio on the next business day after it places an order to purchase shares of the Portfolio. Payment shall be in federal funds transmitted by wire. 1.9 Issuance and transfer of shares of the Portfolios will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.10 The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Insurer of any income dividends or capital gain distributions payable on the shares of the Portfolios. The Insurer hereby elects to reinvest in the Portfolio all such dividends and distributions as are payable on a Portfolio's shares and to receive such dividends and distributions in additional shares of that Portfolio. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. 1.11 The Fund shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Portfolio as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time.

Appears in 1 contract

Samples: Participation Agreement (PFL Life Variable Annuity Account A)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersfund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, the however, that they Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and to the extent permitted by the Shared Funding Exemptive Order, other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the Sec and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.6 For the purposes of Sections 1.2 and 1.5, the Insurer shall be the agent of the Fund for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account and receipt of such orders by 4:00 p.m. Eastern time by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-1 of the 1940 Act; provided that the Fund receives notice of such orders on the next following business day prior to 4:00 p.m. Eastern time on such day, although the Insurer will use its best efforts to provide such notice by 12:00 noon Eastern time. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. 1.8 The Insurer shall pay for shares of the Portfolio on the next business day after it places an order to purchase shares of the Portfolio. Payment shall be in federal funds transmitted by wire. 1.9 Issuance and transfer of shares of the Portfolios will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.10 The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Insurer of any income dividends or capital gain distributions payable on the shares of the Portfolios. The Insurer hereby elects to reinvest in the Portfolio's shares and to receive such dividend and distributions in additional shares of that Portfolio. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. 1.11 The Fund shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Portfolio as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time.

Appears in 1 contract

Samples: Participation Agreement (Life of Virginia Separate Account Ii)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios Fund which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfoliosshares. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or pursuant to the Fund’s prospectus or is, in the sole discretion of the Board 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 such Designated Portfolioshareholders. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Fund will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Standard Insurance Co)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h)(4) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Fund Participation Agreement (Retiremap Variable Account)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by of the Fund or its designee listed on Schedule B which each Account orders in accordance with the applicable provisions of the order for the shares of the Designated PortfoliosDCC&S VVIF Agreement. 1.2 The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio.. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and FINRA. [_____] 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.4 of Article II of this Agreement is in effect to govern such sales. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee applicable provisions of the request for redemption, except that the DCC&S VVIF Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations. 1.6 The Company agrees to purchase and redeem the shares of payment or satisfaction upon redemption consistent with Section 22(e) each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. 1.7 Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto. 1.8 The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income, dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such income, dividends and distributions.

Appears in 1 contract

Samples: Participation Agreement (C M Life Variable Life Separate Account I)

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Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund Underwriter agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate each “Business Day” (as such net asset value on each day which the New York Stock Exchange term is open for tradingdefined in Section 1.5). Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, I and III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund Underwriter agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Underwriter, the Fund or its designee their designees of the request for redemption, except that Company acknowledges that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 The Underwriter hereby appoints the Company as its agent and as an agent of the Fund for the limited purpose of receipt of purchase and redemption orders on behalf of the Account for shares of those Designated Portfolios made available hereunder, and receipt by such agent shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading unless otherwise permitted by applicable law and on which the Fund calculates its net asset value pursuant to the rules of the SEC and in accordance with the Fund’s prospectus.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios Fund which the Account ordersAccounts order, executing such orders on a daily basis such dates as the Fund makes its shares available for purchase pursuant to Section 1.2 hereof at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfoliosshares. 1.2 The Fund GCSF agrees to make shares of the Designated Portfolios Fund available for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable commercial efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund GCSF (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio the Fund to any person, or suspend or terminate the offering of shares of any Designated Portfolio the Fund if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfoliothe Fund. 1.3 The Fund GCSF and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios the Fund will be sold to the general public. The Fund GCSF and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. The Company agrees that the Participation Agreement, dated May 1, 1995, among The Guardian Insurance & Annuity Company, Inc., Guardian Investor Services Company, Inc., GCSF, Gabelli Funds, Inc. and the Underwriter satisfies the requirements of this Section 1.3. 1.4 The Fund GCSF agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund GCSF or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the its then current prospectus.

Appears in 1 contract

Samples: Participation Agreement (Gabelli Capital Series Funds Inc)

Sale of Fund Shares. 1.1 The Underwriter distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Fund Participation Agreement (Lincoln Benefit Life Variable Life Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accountsaccounts as provided under Section 817 (h)(4) of the Internal Revenue Code of 1986, as amended (the "Code"). No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then then-current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute

Appears in 1 contract

Samples: Participation Agreement (Paragon Life Insurance Co Separate Account D)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on SEC (generally each day on which the New York Stock Exchange is open for trading). Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Designated-Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accountsaccounts and, as applicable, to trusts funding certain employee benefit plans. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Participation Agreement (Wm Variable Trust)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company Society those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company Society and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the CompanySociety's request, any full or fractional shares of the Designated Portfolios held by the CompanySociety, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Society shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Society receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Modern Woodmen of America Variable Annuity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its such Designated Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to will calculate such net asset value on each day which when the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests interest of the shareholders of such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the Fund's then current prospectus.

Appears in 1 contract

Samples: Participation Agreement (Farmers Annuity Separate Account A)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B (Portfolios”) that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis each day on which the Fund calculates its net asset value pursuant to the rules of the SEC and as described in the Fund’s registration statement (“Business Day”) at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the order for the shares of the Designated PortfoliosFund. 1.2 The Fund agrees to make available on each Business Day shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account Insurer on those days on which the Fund calculates behalf of its net asset value pursuant to rules of the SECSeparate Accounts; provided however, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees’ fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Code, and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each Business Day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectusregistration statement. 1.6 For purposes of Sections 1.2 and 1.5, the Insurer shall be the agent of the Fund for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account, and receipt of such orders by the close of regular treading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-1 of the 1940 Act; provided that the Insurer will use its best efforts to provide notice of such orders to the Fund on the next following Business Day by 9:00 a.m. Eastern time on such day. Insurer agrees to submit such orders electronically through secured trading systems as described on Exhibit C to this Agreement or, if it is unable to submit orders electronically, Insurer shall submit such orders through manual transmissions using the procedures described in Exhibit C to this Agreement. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. 1.8 Unless otherwise specified in Exhibit C, the Insurer shall pay for shares of the Portfolio on the next Business Day after it places an order to purchase shares of the Portfolio, and payment shall be in federal funds transmitted by wire. 1.9 Issuance and transfer of shares of the Portfolios will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the insurer or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.10 Unless otherwise specified in Exhibit C, the Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Insurer of any income dividends or capital gain distributions payable on the shares of the Portfolios. The Insurer hereby elects to reinvest in the Portfolio all such dividends and distributions as are payable on a Portfolio’s shares and to receive such dividends and distributions in additional shares of that Portfolio. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund or its agent shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. 1.11 Unless otherwise specified in Exhibit C, the Fund shall instruct its recordkeeping agent to advise the Insurer on each Business Day of the net asset value per share for each Portfolio as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time.

Appears in 1 contract

Samples: Fund Participation Agreement (Nationwide Variable Account Ii)

Sale of Fund Shares. 1.1 I.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 I.2 The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its such Designated Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which when the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests interest of the shareholders of such Designated Portfolio. 1.3 I.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accountsaccounts in accordance with the requirements of Section 817(h)(4) of the Internal Revenue Code of 1986, as amended ("Code") and Treasury Regulation Section 1.817-5. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is in effect to govern such sales. 1.4 I.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the Fund's then current prospectus. I.5 For purposes of Sections I.1 and I.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Accounts, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order prior to the determination of net asset value as set forth in the Fund's then current prospectus and the Fund receives notice of such order by 9:30 a.m. New York time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Cova Variable Annuity Account One)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.6 The Insurer shall be the agent of the Fund only for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account and receipt of such orders by 4:00 p.m. Eastern time by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-1 of the 1940 Act; provided that the Fund receives notice of such orders on the next following business day prior to 4:00 p.m. Eastern time on such day, although the Insurer will use its best efforts to provide such notice by 12:00 noon Eastern time. The Insurer shall not be deemed or construed to be an agent for the Fund other than as set forth in this Section 1.6. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. 1.8 The Insurer shall pay for shares of the Portfolio on the next business day after it places an order to purchase shares of the Portfolio. Payment shall be in federal funds transmitted by wire.

Appears in 1 contract

Samples: Fund Participation Agreement (First Safeco National Life Insurance Co of Ny Sep Acct S)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of any Portfolio (it being understood that for this purpose shareholders means Variable contract owners). Notice of election to suspend or terminate shall be furnished by the Fund, said termination to be effective 10 business days after receipt of such Designated Portfolionotice by the Insurer in order to give the Insurer sufficient time to take appropriate steps in response to such suspension or termination. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Articles I, III II and VII IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectusprospectus and in this Agreement. The Fund agrees to notify the Insurer at least 10 business days prior to any changes in the procedures governing purchases and redemptions of portfolio shares which would affect the Insurer's obligations under this Agreement.

Appears in 1 contract

Samples: Fund Participation Agreement (American Family Variable Account I)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and to the extent permitted by the Shared Funding Exemptive Order, other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Fund Participation Agreement (Ge Capital Life Separate Account Ii)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and on behalf of the Account Accounts on those days on which the Fund calculates its such Designated Portfolio’s net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value on the days and at the times described in the Fund’s prospectus (as of the close of the New York Stock Exchange on each day which when the New York Stock Exchange is open for trading). Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests interest of the shareholders of such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accounts, or to certain Retirement Plans. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is in effect to govern such sales. In addition, the Fund and the Underwriter agree that shares of the Fund will be sold only to the Company, on behalf of the Accounts, and not to any other insurance company or separate account or Retirement Plans until such time as the Fund has obtained the Shared Funding Exemption Order. 1.4 The Fund agrees agrees- to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, and receipt of requests for redemption by such designee by 4:00 p.m. New York time shall constitute receipt by the Fund, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules or order thereunder, and in accordance with the procedures and policies of the Fund as described in the Fund’s then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund solely for receipt of purchase and redemption orders from the Accounts, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order prior to 4:00 p.m. New York time on a Business Day and the Fund receives notice of such order by 9:30 a.m. New York time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Kansas City Life Variable Life Separate Account)

Sale of Fund Shares. 1.1 1.1. The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which that the Account ordersAccounts order, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 1.2. The Fund agrees to make shares of the each Designated Portfolios Portfolio available for purchase at the applicable net asset value per share by the Company and the Account Accounts on those days on which the Fund calculates its such Designated Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall use its best reasonable efforts to calculate such net asset value on each day which when the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their its fiduciary duties under federal and any applicable state laws, necessary in the best interests interest of the shareholders of such Designated Portfolio. 1.3 1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and or their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares of any Designated Portfolio to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles ISections 2.1, III 3.4, 3.5 and 3.6 and Article VII of this Agreement is in effect to govern such sales. 1.4 1.4. The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the Fund's then current prospectus.

Appears in 1 contract

Samples: Participation Agreement (Separate Account Kg of First Allmerica Fin Life Ins Co)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accountsaccounts as provided under Section 817(h)(4) of the Internal Revenue Code of 1986, as amended (the "Code"). No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III I and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Baltimore time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following Business

Appears in 1 contract

Samples: Participation Agreement (Pruco Life Variable Appreciable Account)

Sale of Fund Shares. 1.1 a. The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule II to the DCC&S Agreement which the each Account orders, executing such orders on a daily basis at in accordance with the net asset value next computed after receipt by the Fund or its designee applicable provisions of the order for the shares of the Designated PortfoliosDCC&S Agreement. 1.2 b. The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange NYSE is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and the FINRA. 1.3 c. The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . d. The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.4 of Article II of this Agreement is in effect to govern such sales. 1.4 a. The Fund agrees to redeemredeem for cash, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee applicable provisions of the request for redemption, except that the DCC&S Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund’s prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations. b. The Company agrees to purchase and redeem the shares of payment or satisfaction upon redemption consistent with Section 22(e) each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. c. Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule II to the DCC&S Agreement. d. The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

Appears in 1 contract

Samples: Participation Agreement (Pruco Life Inurance Co of New Jersey FLXBL Prmium Var Ann Ac)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund Underwriter agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingtrading unless otherwise permitted by law and in accordance with the Fund’s prospectus. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, I and III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees Underwriter and Transfer Agent agree to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund Transfer Agent or its designee of the request for redemption, except that the Fund American Century reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 Underwriter hereby appoints the Company as an agent of each Fund for the limited purpose of receipt of purchase and redemption orders on behalf of the Account for shares of those Designated Portfolios made available hereunder, and receipt by such agent shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account ordersCompany orders on behalf of the Account, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund Subject to Article VIII hereof, and the terms set forth in the registration statement of the Fund, as amended from time to time (including the Fund’s right to refuse to sell shares to any person), the Underwriter agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and on behalf of the Account based on allocations to the Accounts or subaccounts thereof under the Contracts on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund Underwriter shall use its best efforts to calculate (or to have calculated) such net asset value on each day which the New York Stock Exchange (“NYSE”) is open for tradingtrading unless otherwise permitted by law and in accordance with the Fund’s prospectus. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, or class thereof, if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary deemed to be in the best interests of the shareholders of such Designated Portfolio. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, reorganization, liquidation, merger or sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, acting in good faith. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such salesRESERVED. 1.4 The Underwriter agrees that the Fund agrees to will redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the CompanyCompany based on allocations of amounts to the Accounts or subaccounts thereof under the Contracts, ordinarily executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that (i) the Company shall not redeem Designated Portfolio shares attributable to Contract owners except in circumstances permitted in Section 9.4 of this Agreement, and (ii) the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of to the extent permitted by the 1940 Act Act, and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the its then current prospectus. 1.5 For purposes of Sections 1.7 and 1.11, the Company is hereby appointed as a designee of the Fund for the limited purpose of receipt of purchase and redemption orders on behalf of the Account for shares of the Designated Portfolios made available hereunder, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order in proper form for shares of a Designated Portfolio from the Account on any Business Day prior to 1:00 p.m. Pacific time for that Business Day (“Trade Date”), and the Underwriter receives notice of such order by 9:00 a.m. Eastern time on the next following Business Day, the Account shall receive the net asset value for the shares computed as of the Trade Date. “Business Day” shall mean any day on which the NYSE is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B (“Portfolios”) that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC (“business day”) at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees’ fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended (“Code”), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles Ithe provisions in Section 2.5 of Article II, III Article IV and Article VII of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and . Provided that the Fund has not suspended the right of redemption in accordance with the procedures and policies Section 22(e) of the 1940 Act, such redemption shall be paid by the Fund as described to SBL on the business day that the Fund receives actual notice of an order to redeem shares. Payment shall be in the then current prospectusfederal funds transmitted by wire by 6 p.m. Eastern time, although Federated will use best efforts to make such payment by 3 p.m. Eastern time.

Appears in 1 contract

Samples: Fund Participation Agreement (SBL Variable Annuity Account Xiv)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each day which business dew shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares or the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.6 For purposes of Sections 1.2 and 1.5., the Insurer shall be the agent of the Fund for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account and receipt of such orders by 4:00 p.m. Eastern time by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-1 of the 1940 Act; provided that the Fund receives notice of such orders on the next following business day prior to 4:00 p.m. Eastern time on such day, although the insurer will use its best efforts to provide such notice by 12:00 noon Eastern time. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. 1.8 The Insurer shall pay for shares of the Portfolio on the next business day after it places an order to purchase shares of the Portfolio. Payment shall be in federal funds transmitted by wire. 1.9 Issuance and transfer of shares of the Portfolios will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.10 The Fund shall furnish same Dxxx notice (by wire or telephone, followed by written confirmation) to the Insurer of any income dividends or capital gain distributions payable on the shares of the Portfolios. The Insurer hereby elects to reinvest in the Portfolio all such dividends and distributions as are payable on a Portfolio's shares and to receive such dividends and distributions in additional shares of that Portfolio. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. 1.11 The Fund shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Portfolio as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time.

Appears in 1 contract

Samples: Participation Agreement (United of Omaha Separate Account C)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund Underwriter agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingtrading unless otherwise permitted by law and in accordance with the Fund’s prospectus. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and Upon notice to the Company, the Underwriter agree reserves the right to reject any purchase orders for Fund shares, including exchanges, if the Underwriter reasonably believes owners of Contracts are engaging in short-term or excessive trading into and out of a Designated Portfolio or otherwise engaging in trading that shares of the Fund will may be sold only disruptive to Participating Insurance Companies and their separate accounts. No shares of any a Designated Portfolios will be sold to the general publicPortfolio (“Market Timing”). The Fund Company has policies and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is procedures in effect to govern such salesdiscourage Market Timing. The Underwriter acknowledges that the Company shall apply its own Market Timing policies and procedures to trading of Fund shares hereunder which may differ from the criteria set forth in the Fund’s prospectuses and statements of additional information. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 The Underwriter hereby appoints the Company as its agent for the limited purpose of receipt of purchase and redemption orders on behalf of the Account for shares of those Designated Portfolios made available hereunder, and receipt by such agent shall constitute receipt by the Fund; provided that the Company receives the order by the close of regular trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) and the Fund receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund for receipt of purchase and redemption orders from the Account, and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 8:00 a.m. Eastern time on the next following Business Day. "

Appears in 1 contract

Samples: Participation Agreement (PLAIC Variable Annuity Account S)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund Distributor agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingtrading unless otherwise permitted by law and in accordance with the Fund’s prospectus. Notwithstanding the foregoing, the Board of Directors or Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company Distributor or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund its designee agrees to redeem, on at the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the a Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.4 The Distributor hereby appoints the Company as an agent for the limited purpose of receipt of purchase and redemption orders on behalf of the Account for shares of those Designated Portfolios made available hereunder, and receipt by such agent shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund or its designee receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios Funds which the Account ordersCompany orders on behalf of the Account, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated PortfoliosFunds. 1.2 The Fund Underwriter agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund Adviser shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange (“NYSE”) is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio Funds to any person, or suspend or terminate the offering of shares of any Designated Portfolio Funds if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated PortfolioFunds. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios Funds held by the Company, ordinarily executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the Investment Company Act of 1940 Act (“1940 Act”) and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.4 For purposes of Sections 1.1 and 1.3, the Company or its designee shall be the agent of the Fund for the limited purpose of receipt of purchase and redemption orders from the Account and receipt by such designee shall constitute receipt by the Fund; provided that the Company receives the order on any Business Day by 4:00 p.m. EST or such other time that the NYSE is open until (Trade Date) and the Fund or its agent receives notice of such order by 7:30 a.m. E.S.T. on the next following Business Day (Trade Date + 1). “Business Day” shall mean any day on which the NYSE is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Investment Advisory Agreement (TIAA Separate Account VA-3)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and_agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund._ 1.2 The Fund agrees to make available on each business day which shares_of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. eneral public to the extent not permitted by applicable tax law._ 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request a_'request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Fund Participation Agreement (United of Omaha Separate Account C)

Sale of Fund Shares. 1.1 The Underwriter Fund, through the Underwriter, agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value (and with no sales charge) next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available continuously for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for regular trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III III, V, VI, and VII of this Agreement is are in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption redemption, as permitted by applicable law, or postpone the date of payment or satisfaction upon of redemption consistent with proceeds, but in no event may any such delay by the Fund in paying redemption proceeds cause Company or any Account to fail to meet its obligations under Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus0000 Xxx.

Appears in 1 contract

Samples: Participation Agreement (Old Mutual Financial Network Separate Account VA of Fidelity & Guaranty Life Insurance CO)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell offer to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingtrading unless otherwise permitted by law and in accordance with the Fund’s prospectus. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.4 The Fund hereby appoints the Company as an agent of the Fund for the limited purpose of receipt of purchase and redemption orders on behalf of the Account for shares of those Designated Portfolios made available hereunder, and receipt by such agent shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 8:00 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 The Underwriter agrees Sponsor and the Distributor agree to sell to the Company those shares of the Designated Portfolios of the Fund listed on Schedule B which the each Account orders, executing such orders on a daily basis at in accordance with the net asset value next computed after receipt by terms of this Agreement and the Fund or its designee relevant provisions of the order for the shares of the Designated PortfoliosState Street DCC&S Agreement. 1.2 The Fund Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company and the Account its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, SEC and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange NYSE is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any personperson including, but not limited to, the Company, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Board, 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 such Designated Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund's then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and the NASD. 1.3 The Fund and the Underwriter Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios Portfolio will be sold to the general public. . 1.4 The Fund and the Underwriter Sponsor will not sell Fund shares to any insurance company Participating Insurance Company or its separate account unless an agreement containing provisions a provision substantially the same as Articles I, III and VII Section 2.6 of Article II of this Agreement is in effect to govern such sales. 1.4 1.5 The Fund agrees to redeemredeem for cash, on the Company's request, any full or fractional shares of the Designated Portfolios Fund held by an Account, in accordance with the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee relevant provisions of the request for redemption, except that the State Street DCC&S Agreement. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the right Fund's prospectus or statement of redemption or postpone additional information. The Fund agrees to treat the date Company like any other shareholder in similar circumstances in making these determinations. 1.6 The Company agrees to purchase and redeem the shares of payment or satisfaction upon redemption consistent with Section 22(e) each Portfolio offered by the then current prospectus of the 1940 Act and any sales thereunder, Fund and in accordance with the procedures provisions of such prospectus and policies the accompanying statement of additional information. 1.7 Issuance and transfer of a Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto. 1.8 The Company hereby elects to receive all income, dividends and capital gain distributions as described are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the then current prospectusright to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

Appears in 1 contract

Samples: Participation Agreement (Minnesota Life Individual Variable Universal Life Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. Notice of election to suspend or terminate shall be furnished to the Company as soon as reasonably practicable. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company insurer or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Participation Agreement (Country Investors Variable Annunity Account)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company Society those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company Society and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company insurer or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the CompanySociety's request, any full or fractional shares of the Designated Portfolios held by the CompanySociety, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Participation Agreement (Modern Woodmen of America Variable Annuity Account)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of any Portfolio (it being understood that for this purpose shareholders means Variable contract owners). Notice of election to suspend or terminate shall be furnished by the Fund, said termination to be effective 10 business days after receipt of such Designated Portfolionotice by the Insurer in order to give the Insurer sufficient time to take appropriate steps in response to such suspension or termination. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Articles I, III II and VII IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectusprospectus and in this Agreement. The Fund agrees to notify the Insurer at least 10 business days prior to any changes in the procedures governing purchases and redemptions of portfolio shares which would affect the Insurer's obligations under this Agreement. 1.6 For purposes of Sections 1.1, 1.2 and 1.5, the Insurer shall be the agent of the Fund for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account and receipt of such orders by 4:00 p.m. Eastern time by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-1 of the 1940 Act; provided that the Insurer will use its best efforts to provide notice of such orders to the Fund on the next following business day prior to 10:00 a.m. Eastern time on such day. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. The Fund agrees to notify the Insurer at least 10 business days prior to any changes in the procedures governing purchases and redemptions of portfolio shares, which would affect the Insurer's obligations under this Agreement. 1.8 The Insurer shall pay for shares of the Portfolio on the next business day after it places an order to purchase shares of the Portfolio. Payment shall be in federal funds transmitted by wire. For purposes of Section 2.11, upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Insurer and shall become the responsibility of the Fund. 1.9 Issuance and transfer of shares of the Portfolios will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.10 The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Insurer of any income dividends or capital gain distributions payable on the shares of the Portfolios. The Insurer hereby elects to reinvest in the Portfolio all such dividends and distributions as are payable on a Portfolio's shares and to receive such dividends and distributions in additional shares of that Portfolio. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. 1.11 The Fund shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Portfolio as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time. If the Fund is unable to meet the 7:00 p.m. time stated herein, it shall provide additional time for the Insurer to place orders for the purchase and redemption of shares and make any applicable purchase payments.

Appears in 1 contract

Samples: Fund Participation Agreement (American Family Variable Account Ii)

Sale of Fund Shares. 1.1 1.1. The Fund, through the Underwriter, agrees to make available continuously to the Company for purchase on behalf of itself and the Account, shares of those Designated Portfolios listed on Schedule A to this Agreement, on those days on which the Fund calculates its Designated Portfolio net asset value pursuant to rules of the Commission. Notwithstanding the foregoing, (i) Fund series (other than those listed on Schedule A) in existence now or that may be established in the future will be made available to the Company only as the Underwriter may so provide, and (ii) the Board of Trustees of the Fund (the "Board") may suspend or terminate the offering of Fund shares of any Designated Portfolio or class thereof, or liquidate any Designated Portfolio or class thereof, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith, suspension, termination or liquidation is necessary in the best interests of the shareholders of such Designated Portfolio. 1.2. Fund agrees to sell to the Company those shares of the Designated Portfolios which the each Account orders, executing such orders on a daily basis at the net asset value (and with no sales charges) next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares in accordance with Section 1.3 of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general publicthis Agreement. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to shall redeem, on at the Company's request, any full or fractional Designated Portfolio shares of the Designated Portfolios held by the CompanyCompany on behalf of the Account, executing such requests on a daily basis redemptions to be effected at the net asset value next computed after receipt by the Fund or its designee of the request for redemptionredemption in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, except that the Fund reserves may delay redemption of Fund shares of any Designated Portfolio to the right extent permitted by the 1940 Act, and any rules, regulations or orders thereunder, but in no event may any such delay by the Fund in paying redemption proceeds cause Company or any Account to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with fail to meet its obligations under Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectusAct.

Appears in 1 contract

Samples: Participation Agreement (Old Mutual Financial Network Separate Account VA of Fidelity & Guaranty Life Insurance CO)

Sale of Fund Shares. 1.1 2.1 The Underwriter agrees to sell make available to the Company Insurer those Fund shares of the Designated Portfolios which the each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund Underwriter or its designee of the order for the shares of the Designated PortfoliosFund. For purposes of this Section 2.1, the Underwriter appoints Insurer to act as the Fund’s agent for the sole purpose of receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund, provided that the Underwriter or its designee receives notice of such order by 10:00 a.m. Eastern Time on the next Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading which is also a “Business Day of the Fund” as that term is defined in the Fund’s prospectus. 1.2 2.2 The Fund Underwriter agrees to make Fund shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company Insurer and its Accounts on each Business Day and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund Underwriter shall use its best reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated PortfolioBusiness Day. 1.3 2.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's Insurer’s request, any full or fractional shares of the Designated Portfolios Fund held by Insurer or the CompanyAccounts, executing such requests on a daily basis at the net asset value next computed after the Underwriter or its designee receives the redemption request. For purposes of this Section 2.3, the Underwriter appoints Insurer to act as the Fund’s agent for the sole purpose of receipt of redemption requests from each Account and receipt by such designee shall constitute receipt by the Fund provided that the Underwriter or its designee receives notice of such redemption request by 10:00 a.m. Eastern Time on the next Business Day. Insurer agrees to use its best efforts to notify the Underwriter in advance of any large anticipated redemptions in order to avoid any unnecessary disruption or burden in the management of the request Fund’s assets. 2.4 Insurer shall pay for redemptionFund shares on the next Business Day after an order to purchase Fund shares is effected in accordance with the provisions of Section 2.1. Generally, except payment shall be in federal funds transmitted by wire. The Underwriter shall pay Insurer for Fund shares redeemed on the next Business Day after an order to redeem is effected in accordance with the provisions of Section 2.3, provided however that the Fund Underwriter reserves the right to suspend delay payment to the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with extent permitted by Section 22(e) of the 1940 Act Act. Payment shall generally be in federal funds transmitted by wire. 2.5 Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to Insurer or any sales thereunderAccount. Shares ordered from the Fund will be recorded in an appropriate title for each Account. 2.6 The Underwriter shall use its best efforts to furnish notice by facsimile or telephone, (if by telephone, it must be followed by written confirmation) to Insurer of any income, dividends or capital gain distributions payable on the Fund’s shares by the record date, but in no event later than 7:00 p.m. Eastern Time on the ex-dividend date. Insurer hereby elects to receive all such income dividends and capital gain distributions in accordance additional shares of that Fund. Insurer reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Underwriter shall notify Insurer of the number of shares so issued as payment of such dividends and distributions. 2.7 The Underwriter shall make the net asset value per share for each Fund available to Insurer on each Business Day as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern Time. If the Underwriter provides Insurer with materially incorrect share net asset value information, subject to any de minimus limitations of the Fund’s Policies and Procedures, Underwriter shall make the necessary adjustments to the number of shares owned in the Account to reflect the correct share net asset value. Any material error in the calculation of the net asset value per share, dividend or capital gain information shall be reported promptly to Insurer upon discovery. In the event that any such material error is the result of the gross negligence of the Underwriter, or its designated agent for calculating the net asset value, any administrative costs or losses incurred for correcting Contract accounts shall be at the Underwriter’s expense. 2.8 The parties may agree, in lieu of the procedures set forth above in this Article II, to place and policies settle trades for Fund shares through the National Securities Clearing Corporation (“NSCC”). In the event that such a clearing corporation is used, the parties agree to abide by the rules of the Fund as described in the then current prospectusclearing corporation.

Appears in 1 contract

Samples: Participation Agreement (SBL Variable Annuity Account Xiv)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B (“Portfolios”) that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC (“business day”) at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees’ fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended (“Code”), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus. Under normal business and market conditions, redemption proceeds shall be sent via wire by 3:00 p.m. (Eastern time) on the business day following the request for redemption. 1.6 For purposes of Section 1.2 and 1.5, the Insurer shall be the agent of the Fund for the limited purpose of receiving and accepting purchase and redemption orders from each Separate Account and receipt of such orders by 4:00 p.m. Eastern time by the Insurer shall be deemed to be receipt by the Fund for purposes of Rule 22c-1 of the 1940 Act; provided that the Fund receives notice of such orders on the next following business day prior to 4:00 p.m. Eastern time on such day, although the Insurer will use its best efforts to provide such notice by 12:00 noon Eastern time. 1.7 The Insurer agrees to purchase and redeem the shares of each Portfolio in accordance with the provisions of the current prospectus for the Fund. 1.8 The Insurer shall pay for shares of the Portfolio on the next business day after it places an order to purchase shares of the Portfolio. Payment shall be in federal funds transmitted by wire. The Insurer shall wire purchase funds by 3:00 p.m. (Eastern time). 1.9 Issuance and transfer of shares of the Portfolios will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.10 The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Insurer of any income dividends or capital gain distributions payable on the shares of the Portfolios. The Insurer hereby elects to reinvest in the Portfolio all such dividends and distributions as are payable on a Portfolio’s shares and to receive such dividends and distributions in additional shares of that Portfolio. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions. 1.11 The Fund shall instruct its recordkeeping agent to advise the Insurer on each business day of the net asset value per share for each Portfolio as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to furnish such net asset value per share by 7:00 p.m. Eastern time.

Appears in 1 contract

Samples: Fund Participation Agreement (Kansas City Life Variable Life Separate Account)

Sale of Fund Shares. 1.1 The Subject to 1.2 below, the Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingtrading unless otherwise permitted by law and in accordance with the Fund’s Prospectus. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") or its designee may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated PortfolioBoard. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales.[RESERVED] 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures Fund’s then current Prospectus. 1.5 The Company will make available shares to Contract owners only in accordance with the terms and policies conditions of the applicable Portfolio’s current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”) and applicable rules, regulations and requirements. The Company will make no representations concerning any shares not included in the Prospectus or SAI or in any authorized supplemental sales material supplied to Company by JPMDS or the Funds. The Company agrees to purchase and redeem the shares of each Designated Portfolio offered by the then current Prospectus of the Fund and in accordance with the provisions of such Prospectus to the extent not inconsistent with the terms and conditions of this Agreement. 1.6 [RESERVED] 1.7 All accepted orders for the purchase of any shares shall be executed at the next determined public offering price per share (i.e., the net asset value per share plus the applicable initial sales load, if any) and all accepted orders for the redemption of any shares shall be executed at the next determined net asset value per share, in each case as described in the then current prospectusProspectus and SAI. Any applicable deferred sales charge, redemption fee, or similar charge or fee will be deducted by the Portfolio prior to the transmission of the redemption proceeds to Company or its customer. The Underwriter and the Portfolio reserve the right to reject any purchase request in their sole discretion. (a) The execution of all orders for share transactions will be subject to the terms of the Prospectus and SAI and the Underwriter’s written instructions to Company from time to time, and if executed through Fund/SERV, the DTCC’s rules and procedures. Specifically, the Company certifies that: (i) all orders received by Company or its “Correspondents” (as defined in Section B.2. (e) below) prior to the close of a Portfolio (generally, 4:00 p.m., Eastern Time (“ET”) (each close of a Portfolio, a “Market Close”) on any day that a Portfolio is open for business (“Day 1”) will be electronically transmitted to the Portfolio by 8:00 a.m., ET on the next day that the Portfolio is open for business (“Day 2”) (such orders are referred to as “Day 1 Trades”); and (ii) all orders received by Company or its Correspondents after the final Market Close on Day 1, but prior to the final Market Close on Day 2 (“Day 2 Trades”) will be electronically transmitted to the Portfolio by 8 a.m., ET on the second day that the Portfolio is open for business following Day 1. (iii) if the Company cannot electronically transmit Day 1 Trades to the Portfolios by 8:00 a.m., ET on Day 2, Company will transmit such orders by facsimile prior to the beginning of trading on the New York Stock Exchange (generally 9:30 a.m. ET) on Day 2. (b) Day 1 Trades will be effected at the net asset value per share next calculated by the Portfolio following receipt of the trade by the Company or its Correspondents on Day 1, and Day 2 Trades will be effected at the net asset value per share next calculated by the Portfolio following receipt of the trade by Company or its Correspondents on Day 2. Dividends shall accrue as set forth in the applicable Prospectus and SAI. (c) Payments for shares shall be made as specified in the Prospectus. If payment for any purchase order is not received in accordance with the terms of the Prospectus, Underwriter reserves the right, without notice, to cancel the sale and to hold the Company responsible for any loss sustained as a result thereof, including loss of profit. (d) Company confirms that it will be considered the Portfolios’ agent for the sole purpose of receiving purchase and redemption orders from its customers and transmitting them to the Portfolios. Company may authorize such intermediaries as it deems appropriate (“Correspondents”) to receive orders on the Portfolios’ behalf. Company shall be liable to the Portfolios for each Correspondent’s compliance with applicable regulations, requirements and this Article I to the same extent as if Company itself had acted or failed to act instead of the Correspondent. 1.8 Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 1.9 The Fund shall furnish same day notice (by electronic media) to the Company of any income, dividends or capital gain distributions payable on the Designated Portfolios’ shares. The Company hereby elects to receive all such income, dividends, and capital gain distributions as are payable on Designated Portfolio 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 Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10 The Fund shall make the net asset value per share for each Designated Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated (normally by 6:30 p.m. Eastern time) and shall use its best efforts to make such net asset value per share available by 7 p.m. Eastern time each Business Day. If the net asset value is materially incorrect through no fault of the Company, the Company on behalf of each Account, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value pursuant to Schedule C as subsequently determined by the Fund. Any material error in the calculation or reporting of the net asset value, dividends, or capital gain information shall be reported to the Company promptly upon discovery. In the event the Company has to reprocess accounts due solely to an incorrect net asset value submitted to Company by a Fund through no fault of the Company, the Parties shall discuss in good faith whether Underwriter will reimburse Company for its actual direct expenses incurred in reprocessing. The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds to Contract owners; the Company alone shall be responsible for such action. To the extent not inconsistent with the NSCC’s Rules and Procedures, the provisions of Article I of this Agreement shall apply to transactions processed through the NSCC. 1.13 The Parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Fund’s shares will be sold the general public and may be sold to other insurance companies and the cash value of the Contracts may be invested in other investment companies. 1.14 Pursuant to Rule 22c-2 of the 1940 Act, on behalf of the Fund, the Underwriter and the Company agree to comply with the terms included in the attached Schedule B as of the effective date of this Agreement. 1.15 The Company agrees that neither the Portfolio, the Underwriter nor any of their affiliates or agents will have any responsibility or liability to review any purchase or redemption request which is presented by Company (i) to determine whether such request is genuine or authorized by the Company’s customer or (ii) to determine the suitability of a particular Fund or class of shares for such customer. The Portfolio, the Underwriter and their affiliates and agents will be entitled to rely conclusively on any purchase or redemption request communicated to the Portfolio by Company, and will have no liability whatsoever for any losses, claims or damages to or against Company or any of its customers resulting from the failure of Company to transmit any such request, or from any errors contained in any request. 1.16 The Company agrees that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Fund, including, without limitation: (i) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended (“Investment Company Act”); (ii) the provisions of this Agreement and (iii) the Portfolio’s Prospectus and statement of additional information. 1.17 The Company further agrees that it: (i) has adopted and implemented and will monitor, on a continuous basis, its compliance with procedures reasonably designed to prevent violations of relevant law, regulation with respect to late trading, market timing and abusive trading practices; (ii) has determined that each Correspondent has adopted and implemented and will monitor, on a continuous basis, its compliance with its own internal procedures reasonably designed to prevent violations of relevant law, regulation and Prospectus and SAI requirements with respect to late trading, market timing and abusive trading practices (iii) will provide information and further certification to Underwriter or its designee to verify compliance with this Agreement; and (iii) will cooperate in monitoring and enforcing (to the extent operationally feasible) the Portfolio’s market timing, late trading, and any redemption fee policies as set forth in the Portfolio’s Prospectus and such other policies established by the Portfolio from time to time.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons in accordance with Section 817(h)(4) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares Shares of any Designated the Portfolios will be sold consistent with applicable tax law, as it may be amended from time to the general public. time. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII the provisions in Article IV of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, ordinarily executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

Appears in 1 contract

Samples: Fund Participation Agreement (FSL Separate Account M)

Sale of Fund Shares. 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for tradingtrading unless otherwise permitted by law and in accordance with the Fund’s prospectus. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, I and III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's ’s request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. The Fund will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds to individual Accounts. The Company alone will be responsible for such action. 1.5 The Fund hereby appoints the Company as an agent of the Fund for the limited purpose of receipt of purchase and redemption orders on behalf of the Account for shares of those Designated Portfolios made available hereunder, and receipt by such agent shall constitute receipt by the Fund; provided that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice of such order by 8:30 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

Appears in 1 contract

Samples: Participation Agreement (Tiaa Separate Account Va-3)

Sale of Fund Shares. 1.1 1.1. The Underwriter Distributor agrees to sell to the Company those shares in accordance with the Fund's prospectus. 1.5. Upon receipt of a request for redemption in proper form from the Company, the redemption will be accomplished in accordance with the prospectas. The Distributor agrees to arrange for redemption of any full or fractional shares of the Designated Portfolios which Series held by the Account ordersCompany in accordance with the prospectus, ordinarily executing such orders requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board 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 such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee agent of the request for redemption, except that the parties recognize that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, . Such redemption shall be paid consistent with applicable rules of the SEC and in accordance with the procedures and policies of the Fund as described in the then current prospectus. 1.6. The Company agrees to purchase and redeem the shares of each Series in accordance with the provisions of the current prospectus for the Fund. 1.7. The Company shall pay for shares of the Series on the same day that it places an order to purchase shares of the Series. Payment shall be in federal funds transmitted by wire or by any other method mutually agreed upon by the Parties hereto. 1.8. Issuance and transfer of shares of the Series will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Company or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded by the Company or its agent in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.9. The Investment Advisor shall promptly furnish notice (by wire or telephone, followed by written confirmation) to the Company of any income dividends or capital gain distributions payable on the shares of the Series. The Company hereby elects to reinvest in the Series all such dividends and distributions as are payable on a Series' shares and to receive such dividends and distributions in additional shares of that Series. The Company reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Advisor shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10. The Fund shall instruct its recordkeeping agent to advise the Company on each business day of the net asset value per share for each Series as soon as reasonably practical after the net asset value per share is calculated.

Appears in 1 contract

Samples: Fund Participation Agreement (Aul American Individual Variable Annuity Unit Trust)

Sale of Fund Shares. 1.1 The Underwriter Distributor agrees to sell to the Company Insurer those shares of the Designated Portfolios which portfolios offered and made available by the Account ordersFund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, executing and agrees to execute such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days each day on which the Fund calculates its net asset value pursuant to rules of the SEC, and SEC ("business day") at the Fund shall use its best efforts to calculate such net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund. 1.2 The Fund agrees to make available on each business day which shares of the New York Stock Exchange is open Portfolios for trading. Notwithstanding purchase at the foregoingapplicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Directors Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction, jurisdiction or is, in the sole discretion of the Board Trustees, acting in good faith and in light of their the Trustees' fiduciary duties under federal and any applicable state lawslaw, necessary in the best interests of the shareholders of such Designated any Portfolio. 1.3 The Fund and the Underwriter Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance Companies and Companies, their separate accounts, and other persons consistent with each Portfolio being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations thereunder. No shares of any Designated Portfolios Portfolio will be sold directly to the general public. public to the extent not permitted by applicable tax law. 1.4 The Fund and the Underwriter Distributor will not sell Fund shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles Ithe provisions in Section 2.5 of Article II, III Article IV and Article VII of this Agreement is in effect to govern such sales. 1.4 The 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem, on the Company's request, redeem any full or fractional shares of the Designated Portfolios held by the CompanyInsurer, executing such requests on a daily basis each business day at the net asset value next computed after receipt and acceptance by the Fund or its designee agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption redemption, consistent with Section 22(e) of the 1940 Act and any sales rules thereunder, and . Provided that the Fund has not suspended the right of redemption in accordance with the procedures and policies Section 22(e) of the 1940 Act, such redemption shall be paid by the Fund as described to SBL on the business day that the Fund receives actual notice of an order to redeem shares. Payment shall be in the then current prospectusfederal funds transmitted by wire by 6 p.m. Eastern time, although Federated will use best efforts to make such payment by 3 p.m. Eastern time.

Appears in 1 contract

Samples: Fund Participation Agreement (SBL Variable Annuity Account Xiv)

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