Common use of Sale of the Fund Shares Clause in Contracts

Sale of the Fund Shares. 1.1 Subject to Section 1.3 of this Agreement, the Fund shall cause the Underwriter to make Shares of the Portfolios available to the Accounts at such Shares' most recent net asset value provided to the Company prior to receipt of such purchase order by the Fund (or the Underwriter as its agent), in accordance with the operational procedures mutually agreed to by the Underwriter and the Company from time to time and 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 the Contracts. The Board of Trustees of the Fund (the "Board") may refuse to sell Shares of any Portfolio to any person (including the Company and the Accounts), or suspend or terminate the offering of Shares of any 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 Portfolio. 1.2 Subject to Section 1.3 of this Agreement, the Fund will redeem any full or fractional Shares of any Portfolio when requested by the Company on behalf of an Account at such Shares' most recent net asset value provided to the Company prior to receipt by the Fund (or the Underwriter as its agent) of the request for redemption, as established in accordance with the operational procedures mutually agreed to by the Underwriter and the Company from time to time and the provisions of the then current-prospectus of the Fund. The Fund shall make payment for such Shares in the manner established from time to time by the Fund, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act (including any Rule or order of the SEC thereunder). 1.3 The Fund shall accept purchase and redemption orders resulting from investment in and payments under the Contracts on each Business Day, provided that such orders are received prior to 9:00 a.m. Eastern Time on such Business Day and reflect instructions received by the Company from Contract holders in good order prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus (such Portfolio's "valuation time") on the prior Business Day. Any purchase or redemption order for Shares of any Portfolio received, on any Business Day, after such Portfolio's valuation time on such Business Day shall be deemed received prior to 9:00 a.m. on the next succeeding 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 the net asset value of its Portfolios pursuant to the rules of the SEC. Purchase and redemption orders shall be provided by the Company to the Underwriter as agent for the Fund in such written or electronic form (including facsimile) as may be mutually acceptable to the Company and the Underwriter. The Underwriter may reject purchase and redemption orders that are not in proper form. In the event that the Company and the Underwriter agree to use a form of written or electronic communication which is not capable of recording the time, date and recipient of any communication and confirming good transmission, the Company agrees that it shall be responsible (i) for confirming with the Underwriter that any communication sent by the Company was in fact received by the Underwriter in proper form, and (ii) for the effect of any delay in the Underwriter's receipt of such communication in proper form. The Fund and its agents shall be entitled to rely, and shall be fully protected from all liability in acting, upon the instructions of the persons named in the list of authorized individuals attached hereto as SCHEDULE C, or any subsequent list of authorized individuals provided to the Fund or its agents by the Company in such form, without being required to determine the authenticity of the authorization or the authority of the persons named therein.

Sale of the Fund Shares. 1.1 Subject to Section 1.3 of this Agreement, the Fund shall cause the Underwriter to make Shares of the Portfolios available to the Accounts at such Shares' most recent net asset value provided to the Insurance Company prior to receipt of such purchase order by the Fund (or the Underwriter as its agent), in accordance with the operational procedures mutually agreed to by the Underwriter and the Insurance Company from time to time and the provisions of the then-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 Insurance Company to be necessary to meet the requirements of the Contracts. The Board of Trustees Directors of the Fund (the "Board") may refuse to sell Shares of any Portfolio to any person (including the Insurance Company and the Accounts), or suspend or terminate the offering of Shares of any 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 Portfolio. 1.2 Subject to Section 1.3 of this Agreement, the Fund will redeem any full or fractional Shares of any Portfolio when requested by the Insurance Company on behalf of an Account at such Shares' most recent net asset value provided to the Insurance Company prior to receipt by the Fund (or the Underwriter as its agent) of the request for redemption, as established in accordance with the operational procedures mutually agreed to by the Underwriter and the Insurance Company from time to time and the provisions of the then current-current prospectus of the Fund. The Fund shall make payment for such Shares in the manner established from time to time by the Fund, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act (including any Rule or order of the SEC thereunder). 1.3 The Fund shall accept purchase and redemption orders resulting from investment in and payments under the Contracts on each Business Day, provided that such orders are received prior to 9:00 a.m. Eastern New York Time on such Business Day and reflect instructions received by the Insurance Company from Contract holders in good order prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus (such Portfolio's "valuation time") on the prior Business Day. Any purchase or redemption order for Shares of any Portfolio received, on any Business Day, after such Portfolio's valuation time on such Business Day shall be deemed received prior to 9:00 a.m. on the next succeeding 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 the net asset value of its Portfolios pursuant to the rules of the SEC. Purchase and redemption orders shall be provided by the Insurance Company to the Underwriter as agent for the Fund in such written or electronic form (including facsimile) as may be mutually acceptable to the Insurance Company and the Underwriter. The Underwriter may reject purchase and redemption orders that are not in proper form. In the event that the Insurance Company and the Underwriter agree to use a form of written or electronic communication which is not capable of recording the time, date and recipient of any communication and confirming good transmission, the Insurance Company agrees that it shall be responsible (i) for confirming with the Underwriter that any communication sent by the Insurance Company was in fact received by the Underwriter in proper form, and (ii) for the effect of any delay in the Underwriter's receipt of such communication in proper form. The Fund and its agents shall be entitled to rely, and shall be fully protected from all liability in acting, upon the instructions of the persons named in the list of authorized individuals attached hereto as SCHEDULE Schedule C, or any subsequent list of authorized individuals provided to the Fund or its agents by the Insurance Company in such form, without being required to determine the authenticity of the authorization or the authority of the persons named therein.

Sale of the Fund Shares. 1.1 The Fund and the Company agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares as set forth in this Article I until such time as they mutually agree to utilize the National Securities Clearing Corporation (“NSCC”). Upon such mutual agreement, the Fund and the Company agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares through NSCC and its subsidiary systems. Subject to Section 1.3 of this Agreement1.3, the Fund shall cause the Underwriter to make Shares shares of the Portfolios available to the Accounts at such Shares' the most recent net asset value provided to the Company prior to receipt of such purchase order by the Fund (or the Underwriter as its Fund’s transfer agent), in accordance with the operational procedures mutually agreed to by the Underwriter Fund and the Company from time to time and the provisions of the then-then current prospectus of the FundPortfolios. 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 the Contracts. The Board of Trustees Directors of the Fund (the "Board"“Directors”) may refuse to sell Shares shares of any Portfolio to any person (including the Company and the Accounts), or suspend or terminate the offering of Shares shares of any Portfolio Portfolio, if such action is required by law or by regulatory authorities having jurisdiction or is, in the their sole discretion of the Board when acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, if they deem such actions necessary in the best interests of the shareholders of such Portfolio. 1.2 Subject to Section 1.3 of this Agreement1.3, the Fund will redeem any full or fractional Shares shares of any Portfolio when requested by the Company on behalf of an Account at such Shares' the most recent net asset value provided to the Company prior to receipt by the Fund (or the Underwriter as its Fund’s transfer agent) of the request for redemption, as established in accordance with the operational procedures mutually agreed to by the Underwriter Fund and the Company from time to time and the provisions of the then current-current prospectus of the FundPortfolios. The Fund shall make payment for such Shares shares in the manner established from time to time by the Fundaccordance with Section 1.4, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act (including any Rule or order of the SEC thereunder). 1.3 (a) The Company will not aggregate orders received from its Contract holders after close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (“Market Close”) with orders received before Market Close, and warrants that its internal control structure concerning the processing and transmission of orders is suitably designed to prevent or detect on a timely basis orders received after Market Close from being aggregated with orders received before Market Close and to minimize errors that could result in late transmission of orders. Orders received by Company before Market Close will receive that day’s net asset value and Orders received by Company after Market Close will receive the next day’s net asset value. (b) The Fund shall accept purchase and redemption orders resulting from investment in and payments under the Contracts on each Business Day, provided that such orders are received prior to 9:00 a.m. Eastern Time on such Business Day and reflect instructions received by the Company from Contract holders in good order prior to the time the net asset value of each Portfolio is priced in accordance with its the preceding paragraph and the Fund’s prospectus (such Portfolio's "valuation time") on the prior Business Day. Any purchase or redemption order for Shares of any Portfolio received, on any “Business Day, after such Portfolio's valuation time on such Business Day shall be deemed received prior to 9:00 a.m. on the next succeeding 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 the its net asset value of its Portfolios pursuant to the rules of the SEC. Purchase and redemption orders shall be provided by the Company to the Underwriter as agent for the Fund in such written or electronic form (including including, without limitation, facsimile) as may be mutually acceptable to the Company and the UnderwriterFund. The Underwriter Fund may reject purchase and redemption orders that which are not in proper formthe form prescribed in the Fund’s prospectus or statement of additional information. In the event that the Company and the Underwriter Fund agree to use a form of written or electronic communication which is not capable of recording the time, date and recipient of any communication and confirming good transmission, the Company agrees that it shall be responsible (i) for confirming with the Underwriter that any communication sent by the Company was in fact received by the Underwriter Fund or its designee, in proper form, form and (ii) for in accordance with the effect terms of any delay in the Underwriter's receipt of such communication in proper formthis Agreement. The Fund and its agents or designees shall be entitled to relyrely upon, and shall be fully protected from all liability in actingacting upon, upon the instructions of the persons named in the list of authorized individuals attached hereto as SCHEDULE C, or any subsequent list of authorized individuals provided to the Fund or its agents by the Company in such form, without being required to determine the authenticity of the authorization or the authority of the persons named thereinindividuals.

Sale of the Fund Shares. 1.1 Subject to Section 1.3 of this Agreement, the Fund shall cause the Underwriter to make Shares of the Portfolios available to the Accounts at such Shares' most recent net asset value provided to the Insurance Company prior to receipt of such purchase order by the Fund (or the Underwriter as its agent), in accordance with the operational procedures mutually agreed to by the Underwriter and the Insurance Company from time to time and the provisions of the then-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 Insurance Company to be necessary to meet the requirements of the Contracts. The Board of Trustees Directors of the Fund (the "Board") may refuse to sell Shares of any Portfolio to any person (including the Insurance Company and the Accounts), or suspend or terminate the offering of Shares of any 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 Portfolio. 1.2 Subject to Section 1.3 of this Agreement, the Fund will redeem any full or fractional Shares of any Portfolio when requested by the Insurance Company on behalf of an Account at such Shares' most recent net asset value provided to the Insurance Company prior to receipt by the Fund (or the Underwriter as its agent) of the request for redemption, as established in accordance with the operational procedures mutually agreed to by the Underwriter and the Insurance Company from time to time and the provisions of the then current-current prospectus of the Fund. The Fund shall make payment for such Shares in the manner established from time to time by the Fund, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act (including any Rule or order of the SEC thereunder). 1.3 The Fund shall accept purchase and redemption orders resulting from investment in and payments under the Contracts on each Business Day, provided that such orders are received prior to 9:00 a.m. Eastern New York Time on such Business Day and reflect instructions received by the Insurance Company from Contract holders in good order prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus (such Portfolio's "valuation time") on the prior Business Day. Any purchase or redemption order for Shares of any Portfolio received, on any Business Day, after such Portfolio's valuation time on such Business Day shall be deemed received prior to 9:00 a.m. on the next succeeding 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 the net asset value of its Portfolios pursuant to the rules of the SEC. Purchase and redemption orders shall be provided by the Insurance Company to the Underwriter as agent for the Fund in such written or electronic form (including facsimile) as may be mutually acceptable to the Insurance Company and the Underwriter. The Underwriter may reject purchase and redemption orders that are not in proper form. In the event that the Insurance Company and the Underwriter agree to use a form of written or electronic communication which is not capable of recording the time, date and recipient of any communication and confirming good transmission, the Insurance Company agrees that it shall be responsible (i) for confirming with the Underwriter that any communication sent by the Insurance Company was in fact received by the Underwriter in proper form, and (ii) for the effect of any delay in the Underwriter's receipt of such communication in proper form. The Fund and its agents shall be entitled to rely, and shall be fully protected from all liability in acting, upon the instructions of the persons named in the list of authorized individuals attached hereto as SCHEDULE Schedule C, or any subsequent list of authorized individuals provided to the Fund or its agents by the Insurance Company in such form, without being required to determine the authenticity of the authorization or the authority of the persons named therein.

Sale of the Fund Shares. 1.1 (a) Subject to Section 1.3 of this AgreementArticle 7 hereof, the Fund shall cause the Underwriter to make Shares of the Portfolios available to the Accounts at such Shares' most recent net asset value provided to Company, for purchase on behalf of the Company prior to receipt Accounts, Shares ofthe Portfolios in accordance with this Agreement and the provisions ofthe then-effective prospectus and Statement of such purchase order by Additional Information (“XXx”) of the Fund (collectively, “Prospectus”). The Fund hereby appoints the Company as an agent of the Fund for the limited purpose of receiving and accepting purchase, exchange and redemption requests on behalf of the Accounts (but not with respect to any Shares that may be held in the general account of the Company) for Shares of those Portfolios made available hereunder, based on allocations of amounts to the Accounts or subaccounts thereof under the Contracts and other transactions relating to the Contracts or the Underwriter as its agent), in accordance with the operational procedures mutually agreed to Accounts. Receipt of such orders by the Underwriter and the Company from time to time and the provisions of the then-current prospectus of shall constitute receipt by the Fund. . (b) 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 the Contracts. The Board of Trustees of the Fund (the "Board") may refuse to sell Shares of any Portfolio to any person (including the Company and the Accounts), or suspend or terminate the offering of Shares of any 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 lawsDirectors/Trustees, necessary in the best interests of the shareholders of such Portfoliodeemed necessary, desirable or appropriate. 1.2 Subject to Section 1.3 of this Agreement, (c) The Fund or its designee will compute the Fund will redeem any full or fractional Shares of any Portfolio when requested by the Company on behalf of an Account at such Shares' most recent closing net asset value provided to and any dividend, income accrual, and capital gains information for the Company prior to receipt by the Fund (or the Underwriter Portfolios as its agent) of the request for redemptionclose of regular trading on the New York Stock Exchange (normally 4:00p.m. Eastern Time, as established in accordance with the operational procedures mutually agreed to by the Underwriter and the Company from time to time and the provisions “Close of the then current-prospectus of the Fund. The Fund shall make payment for such Shares in the manner established from time to time by the Fund, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act (including any Rule or order of the SEC thereunder). 1.3 The Fund shall accept purchase and redemption orders resulting from investment in and payments under the Contracts Trading”) on each Business Day, provided that such orders are received prior to 9:00 a.m. Eastern Time on such Business Day and reflect instructions received by the Company from Contract holders in good order prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus (such Portfolio's "valuation time") on the prior Business Day. Any purchase or redemption order for Shares of any Portfolio received, on any Business Day, after such Portfolio's valuation time on such Business Day shall be deemed received prior to 9:00 a.m. on the next succeeding Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and business (a “Business Day”) as described in the applicable Portfolio’s Prospectus. The Fund or its designee will use its best efforts to communicate to the Company such information by 7:00p.m. Eastern Time on which each Business Day. In the Fund calculates event an adjustment is made to the computation of the net asset value of its Shares of the Portfolios pursuant as reported to the rules of the SEC. Purchase and redemption orders shall be provided by the Company to the Underwriter as agent for the Fund in such written or electronic form (including facsimile) as may be mutually acceptable to the Company and the Underwriter. The Underwriter may reject purchase and redemption orders that are not in proper form. In the event that the Company and the Underwriter agree to use a form of written or electronic communication which is not capable of recording the timeCompany, date and recipient of any communication and confirming good transmission, the Company agrees that it shall be responsible (i) for confirming with the Underwriter that any communication sent by the Company was in fact received by the Underwriter in proper form, and (ii) for the effect of any delay in the Underwriter's receipt of such communication in proper form. The Fund and its agents shall be entitled to rely, and shall be fully protected from all liability in acting, upon the instructions of the persons named in the list of authorized individuals attached hereto as SCHEDULE C, or any subsequent list of authorized individuals provided to the Fund or its agents by designee shall notify the Company promptly after the need for any such adjustment in such form, without being required to determine the authenticity of the authorization or the authority of the persons named therein.following manner: