Common use of Trust Shares Clause in Contracts

Trust Shares. (a) On or before the earlier of (i) 75 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan or (ii) 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Company shall deliver to the Custodian a computerized file showing the Actuarial Contribution of each Qualifying Policy. The Custodian shall calculate, on behalf of the Company, the number of shares of Company Common Stock to be allocated to each Trust Eligible Policyholder based on the Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible Policyholder and the provisions of Article VII of the Plan, provided, however, that the Company shall be responsible to the Trust Beneficiaries for any calculations made by the Custodian. (b) As of the Plan Effective Date, each Trust Eligible Policyholder shall be allocated a number of Interests equal to the number of shares of Company Common Stock allocated to it. (c) Beginning no later than 120 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan and completed by no later than 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Custodian shall mail to each Trust Eligible Policyholder a notice indicating the number of Interests to be allocated to the Trust Eligible Policyholder. This notice shall include an explanation of the rules applicable to permitted transfers of the Interests, a summary of the Purchase and Sale Program Procedures and an explanation of the voting rights of the Trust Beneficiaries, unless such information has previously been provided to the Trust Beneficiaries, together with such other information as the Holding Company may direct. A Trust Eligible Policyholder will be able to obtain information concerning the number of Interests to be allocated to such Trust Eligible Policyholder through the telephone number, and beginning on the date, established pursuant to and identified in the mailing described in Section 5.5(b) of the Plan. (d) If the Holding Company shall change the number, designation or any other characteristic of the Common Stock, the Interests held by the Trust Beneficiaries shall be deemed to be changed accordingly so that the outstanding Interests shall at all times correspond with the Trust Shares held pursuant to this Agreement.

Trust Shares. Section 1.1. Subject to Article IX and the terms set forth in the Trust's registration statement, as may be amended from time to time, the Trust agrees to make shares of the Funds available for purchase by the Company and the Separate Accounts indefinitely, and the Distributor agrees to sell such shares to the Company and the Separate Accounts to the extent made available by the Trust, at the applicable net asset value per share (a"NAV") On by the Company and the Separate Accounts on each Business Day pursuant to the rules of the SEC. The Trust will execute purchase orders placed for each Separate Account on a daily basis at the NAV of each Fund computed after receipt by the Trust or before its designee of such order. At Company's request, the earlier Trust agrees to redeem for cash any full or fractional shares of the Fund held by the Company and Separate Accounts, on a daily basis at the NAV computed after receipt by the Trust or its designee of the request for redemption. However, if one or more Funds has determined to settle redemption transactions for all of its shareholders on a delayed basis (i) 75 days more than one Business Day, but in no event more than five Business Days, after the adoption date on which the redemption order is received, and consistent with Section 22(e) of the amended 1940 Act and restated Plan incorporating any rules or orders of the Actuarial Contribution Memorandum SEC thereunder), the Trust shall be permitted to delay sending redemption proceeds to Company by the same number of days that the Trust is delaying sending redemption proceeds to the other shareholders of the Funds; provided that in no event may any delay by the Trust in paying redemption proceeds cause the Company or Separate Accounts to fail to meet its obligations under Section 22(e) of the 1940 Act, or require the Company to pay redemption proceeds out of its general account. For purposes of this Section 1.1, Company shall be the agent of the Trust for receipt of purchase orders and redemption requests from each Separate Account and receipt by Company 1. Upon the request of the Trust, Company shall provide to the Trust, copies of records of purchase orders and redemption requests placed with Company, including records indicating the time at which such orders or requests were received by Company. Company will place net orders to purchase or redeem shares of each Fund. Each order shall describe the net amount of shares and dollar amount of each Fund to be purchased or redeemed. In the event of net purchases, Company will pay for shares before 3:00 p.m. (Eastern time) on the same day it places the order to purchase shares with the Fund as set forth in this Section 1.1. Payment shall be in federal funds transmitted to the Trust by wire to an account designated by the Trust. Upon receipt by the Trust of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Trust. In the event of net redemptions, the Trust shall pay and transmit proceeds of redemptions to the Company before 3:00 p.m. (Eastern time) on the same day the Company places the order to redeem Fund shares with the Fund unless settlement of redemption transactions is delayed as provided in this Section 1.1. Payment shall be in federal funds transmitted to the Company or its designee by wire to an account designated by the Company's board of directors pursuant to the Plan or (ii) 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), . Upon receipt by the Company of the federal funds so wired, such funds shall deliver cease to be the Custodian a computerized file showing responsibility of the Actuarial Contribution of each Qualifying Policy. The Custodian Trust and shall calculate, on behalf become the responsibility of the Company, the number of shares of Company Common Stock to be allocated to each Trust Eligible Policyholder based on the Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible Policyholder and the provisions of Article VII of the Plan, provided, however, that the Company shall be responsible to the Trust Beneficiaries for any calculations made by the Custodian. (b) As of the Plan Effective Date, each Trust Eligible Policyholder shall be allocated a number of Interests equal to the number of shares of Company Common Stock allocated to it. (c) Beginning no later than 120 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan and completed by no later than 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Custodian shall mail to each Trust Eligible Policyholder a notice indicating the number of Interests to be allocated to the Trust Eligible Policyholder. This notice shall include an explanation of the rules applicable to permitted transfers of the Interests, a summary of the Purchase and Sale Program Procedures and an explanation of the voting rights of the Trust Beneficiaries, unless such information has previously been provided to the Trust Beneficiaries, together with such other information as the Holding Company may direct. A Trust Eligible Policyholder will be able to obtain information concerning the number of Interests to be allocated to such Trust Eligible Policyholder through the telephone number, and beginning on the date, established pursuant to and identified in the mailing described in Section 5.5(b) of the Plan. (d) If the Holding Company shall change the number, designation or any other characteristic of the Common Stock, the Interests held by the Trust Beneficiaries shall be deemed to be changed accordingly so that the outstanding Interests shall at all times correspond with the Trust Shares held pursuant to this Agreement.

Trust Shares. Section 1.1. Subject to Article IX and the terms set forth in the Trust's registration statement, as may be amended from time to time, the Trust agrees to make shares of the Funds available for purchase by the Company and the Separate Accounts indefinitely, and the Distributor agrees to sell such shares to the Company and the Separate Accounts to the extent made available by the Trust, at the applicable net asset value per share (a"NAV") On by the Company and the Separate Accounts on each Business Day pursuant to the rules of the SEC. The Trust will execute purchase orders placed for each Separate Account on a daily basis at the NAV of each Fund computed after receipt by the Trust or before its designee of such order. At Company's request, the Trust agrees to redeem for cash any full or fractional shares of the Fund held by the Company and Separate Accounts, on a daily basis at the NAV computed after receipt by the Trust or its designee of the request for redemption. However, if one or more Funds has determined to settle redemption transactions for all of its shareholders on a delayed basis (more than one Business Day, but in no event more than five Business Days, after the date on which the redemption order is received, and consistent with Section 22(e) of the 1940 Act and any rules or orders of the SEC thereunder), the Trust shall be permitted to delay sending redemption proceeds to Company by the same number of days that the Trust is delaying sending redemption proceeds to the other shareholders of the Funds; provided that in no event may any delay by the Trust in paying redemption proceeds cause the Company or Separate Accounts to fail to meet its obligations under Section 22(e) of the 1940 Act, or require the Company to pay redemption proceeds out of its general account. For purposes of this Section 1.1, Company shall be the agent of the Trust for receipt of purchase orders and redemption requests from each Separate Account and receipt by Company by the earlier of 4:00 p.m. (iEastern time) 75 days after or the adoption close of regular trading on the New York Stock Exchange (or such other time that the Trust determines the NAV as set forth in the prospectuses for the Funds) constitutes receipt by the Trust on that day, provided the Trust or the Trust's agent 1. Upon the request of the amended Trust, Company shall provide to the Trust, copies of records of purchase orders and restated Plan incorporating redemption requests placed with Company, including records indicating the Actuarial Contribution Memorandum time at which such orders or requests were received by Company. Company will place net orders to purchase or redeem shares of each Fund. Each order shall describe the net amount of shares and dollar amount of each Fund to be purchased or redeemed. In the event of net purchases, Company will pay for shares before 3:00 p.m. (Eastern time) on the same day it places the order to purchase shares with the Fund as set forth in this Section 1.1. Payment shall be in federal funds transmitted to the Trust by wire to an account designated by the Trust. Upon receipt by the Trust of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Trust. In the event of net redemptions, the Trust shall pay and transmit proceeds of redemptions to the Company before 3:00 p.m. (Eastern time) on the same day the Company places the order to redeem Fund shares with the Fund unless settlement of redemption transactions is delayed as provided in this Section 1.1. Payment shall be in federal funds transmitted to the Company or its designee by wire to an account designated by the Company's board of directors pursuant to the Plan or (ii) 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), . Upon receipt by the Company of the federal funds so wired, such funds shall deliver cease to be the Custodian a computerized file showing responsibility of the Actuarial Contribution of each Qualifying Policy. The Custodian Trust and shall calculate, on behalf become the responsibility of the Company, the number of shares of Company Common Stock to be allocated to each Trust Eligible Policyholder based on the Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible Policyholder and the provisions of Article VII of the Plan, provided, however, that the Company shall be responsible to the Trust Beneficiaries for any calculations made by the Custodian. (b) As of the Plan Effective Date, each Trust Eligible Policyholder shall be allocated a number of Interests equal to the number of shares of Company Common Stock allocated to it. (c) Beginning no later than 120 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan and completed by no later than 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Custodian shall mail to each Trust Eligible Policyholder a notice indicating the number of Interests to be allocated to the Trust Eligible Policyholder. This notice shall include an explanation of the rules applicable to permitted transfers of the Interests, a summary of the Purchase and Sale Program Procedures and an explanation of the voting rights of the Trust Beneficiaries, unless such information has previously been provided to the Trust Beneficiaries, together with such other information as the Holding Company may direct. A Trust Eligible Policyholder will be able to obtain information concerning the number of Interests to be allocated to such Trust Eligible Policyholder through the telephone number, and beginning on the date, established pursuant to and identified in the mailing described in Section 5.5(b) of the Plan. (d) If the Holding Company shall change the number, designation or any other characteristic of the Common Stock, the Interests held by the Trust Beneficiaries shall be deemed to be changed accordingly so that the outstanding Interests shall at all times correspond with the Trust Shares held pursuant to this Agreement.

Trust Shares. Section 1.1. Subject to Article IX and the terms set forth in the Trust's registration statement, as may be amended from time to time, the Trust agrees to make shares of the Funds available for purchase by the Company and the Separate Accounts indefinitely, and the Distributor agrees to sell such shares to the Company and the Separate Accounts to the extent made available by the Trust, at the applicable net asset value per share (a"NAV") On by the Company and the Separate Accounts on each Business Day pursuant to the rules of the SEC. The Trust will execute purchase orders placed for each Separate Account on a daily basis at the NAV of each Fund computed after receipt by the Trust or before its designee of such order. At Company's request, the Trust agrees to redeem for cash any full or fractional shares of the Fund held by the Company and Separate Accounts, on a daily basis at the NAV computed after receipt by the Trust or its designee of the request for redemption. However, if one or more Funds has determined to settle redemption transactions for all of its shareholders on a delayed basis (more than one Business Day, but in no event more than five Business Days, after the date on which the redemption order is received, and consistent with Section 22(e) of the 1940 Act and any rules or orders of the SEC thereunder), the Trust shall be permitted to delay sending redemption proceeds to Company by the same number of days that the Trust is delaying sending redemption proceeds to the other shareholders of the Funds; provided that in no event may any delay by the Trust in paying redemption proceeds cause the Company or Separate Accounts to fail to meet its obligations under Section 22(e) of the 1940 Act, or require the Company to pay redemption proceeds out of its general account. For purposes of this Section 1.1, Company shall be the agent of the Trust for receipt of purchase orders and redemption requests from each Separate Account and receipt by Company by the earlier of 4:00 p.m. (iEastern time) 75 days after or the adoption close of regular trading on the New York Stock Exchange (or such other time that the Trust determines the NAV as set forth in the prospectuses 1. Upon the request of the amended Trust, Company shall provide to the Trust, copies of records of purchase orders and restated Plan incorporating redemption requests placed with Company, including records indicating the Actuarial Contribution Memorandum time at which such orders or requests were received by Company. Company will place net orders to purchase or redeem shares of each Fund. Each order shall describe the net amount of shares and dollar amount of each Fund to be purchased or redeemed. In the event of net purchases, Company will pay for shares before 3:00 p.m. (Eastern time) on the same day it places the order to purchase shares with the Fund as set forth in this Section 1.1. Payment shall be in federal funds transmitted to the Trust by wire to an account designated by the Trust. Upon receipt by the Trust of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Trust. In the event of net redemptions, the Trust shall pay and transmit proceeds of redemptions to the Company before 3:00 p.m. (Eastern time) on the same day the Company places the order to redeem Fund shares with the Fund unless settlement of redemption transactions is delayed as provided in this Section 1.1. Payment shall be in federal funds transmitted to the Company or its designee by wire to an account designated by the Company's board of directors pursuant to the Plan or (ii) 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), . Upon receipt by the Company of the federal funds so wired, such funds shall deliver cease to be the Custodian a computerized file showing responsibility of the Actuarial Contribution of each Qualifying Policy. The Custodian Trust and shall calculate, on behalf become the responsibility of the Company, the number of shares of Company Common Stock to be allocated to each Trust Eligible Policyholder based on the Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible Policyholder and the provisions of Article VII of the Plan, provided, however, that the Company shall be responsible to the Trust Beneficiaries for any calculations made by the Custodian. (b) As of the Plan Effective Date, each Trust Eligible Policyholder shall be allocated a number of Interests equal to the number of shares of Company Common Stock allocated to it. (c) Beginning no later than 120 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan and completed by no later than 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Custodian shall mail to each Trust Eligible Policyholder a notice indicating the number of Interests to be allocated to the Trust Eligible Policyholder. This notice shall include an explanation of the rules applicable to permitted transfers of the Interests, a summary of the Purchase and Sale Program Procedures and an explanation of the voting rights of the Trust Beneficiaries, unless such information has previously been provided to the Trust Beneficiaries, together with such other information as the Holding Company may direct. A Trust Eligible Policyholder will be able to obtain information concerning the number of Interests to be allocated to such Trust Eligible Policyholder through the telephone number, and beginning on the date, established pursuant to and identified in the mailing described in Section 5.5(b) of the Plan. (d) If the Holding Company shall change the number, designation or any other characteristic of the Common Stock, the Interests held by the Trust Beneficiaries shall be deemed to be changed accordingly so that the outstanding Interests shall at all times correspond with the Trust Shares held pursuant to this Agreement.

Trust Shares. Section 1.1. Subject to Article IX and the terms set forth in the Trust’s registration statement, as may be amended from time to time, the Trust agrees to make shares of the Funds available for purchase by the Company and the Separate Accounts indefinitely, and the Distributor agrees to sell such shares to the Company and the Separate Accounts to the extent made available by the Trust, at the applicable net asset value per share (a“NAV”) On by the Company and the Separate Accounts on each Business Day pursuant to the rules of the SEC. The Trust will execute purchase orders placed for each Separate Account on a daily basis at the NAV of each Fund computed after receipt by the Trust or before its designee of such order. At Company’s request, the earlier Trust agrees to redeem for cash any full or fractional shares of the Fund held by the Company and Separate Accounts, on a daily basis at the NAV computed after receipt by the Trust or its designee of the request for redemption. However, if one or more Funds has determined to settle redemption transactions for all of its shareholders on a delayed basis (i) 75 days more than one Business Day, but in no event more than five Business Days, after the adoption date on which the redemption order is received, and consistent with Section 22(e) of the amended 1940 Act and restated Plan incorporating any rules or orders of the Actuarial Contribution Memorandum SEC thereunder), the Trust shall be permitted to delay sending redemption proceeds to Company by the same number of days that the Trust is delaying sending redemption proceeds to the other shareholders of the Funds; provided that in no event may any delay by the Trust in paying redemption proceeds cause the Company or Separate Accounts to fail to meet its obligations under Section 22(e) of the 1940 Act, or require the Company to pay redemption proceeds out of its general account. 1. Upon the request of the Trust, Company shall provide to the Trust, copies of records of purchase orders and redemption requests placed with Company, including records indicating the time at which such orders or requests were received by Company. Company will place net orders to purchase or redeem shares of each Fund. Each order shall describe the net amount of shares and dollar amount of each Fund to be purchased or redeemed. In the event of net purchases, Company will pay for shares before 3:00 p.m. (Eastern time) on the same day it places the order to purchase shares with the Fund as set forth in this Section 1.1. Payment shall be in federal funds transmitted to the Trust by wire to an account designated by the Trust. Upon receipt by the Trust of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Trust. In the event of net redemptions, the Trust shall pay and transmit proceeds of redemptions to the Company before 3:00 p.m. (Eastern time) on the same day the Company places the order to redeem Fund shares with the Fund unless settlement of redemption transactions is delayed as provided in this Section 1.1. Payment shall be in federal funds transmitted to the Company or its designee by wire to an account designated by the Company's board of directors pursuant to the Plan or (ii) 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), . Upon receipt by the Company of the federal funds so wired, such funds shall deliver cease to be the Custodian a computerized file showing responsibility of the Actuarial Contribution of each Qualifying Policy. The Custodian Trust and shall calculate, on behalf become the responsibility of the Company, the number of shares of Company Common Stock to be allocated to each Trust Eligible Policyholder based on the Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible Policyholder and the provisions of Article VII of the Plan, provided, however, that the Company shall be responsible to the Trust Beneficiaries for any calculations made by the Custodian. (b) As of the Plan Effective Date, each Trust Eligible Policyholder shall be allocated a number of Interests equal to the number of shares of Company Common Stock allocated to it. (c) Beginning no later than 120 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan and completed by no later than 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Custodian shall mail to each Trust Eligible Policyholder a notice indicating the number of Interests to be allocated to the Trust Eligible Policyholder. This notice shall include an explanation of the rules applicable to permitted transfers of the Interests, a summary of the Purchase and Sale Program Procedures and an explanation of the voting rights of the Trust Beneficiaries, unless such information has previously been provided to the Trust Beneficiaries, together with such other information as the Holding Company may direct. A Trust Eligible Policyholder will be able to obtain information concerning the number of Interests to be allocated to such Trust Eligible Policyholder through the telephone number, and beginning on the date, established pursuant to and identified in the mailing described in Section 5.5(b) of the Plan. (d) If the Holding Company shall change the number, designation or any other characteristic of the Common Stock, the Interests held by the Trust Beneficiaries shall be deemed to be changed accordingly so that the outstanding Interests shall at all times correspond with the Trust Shares held pursuant to this Agreement.

Trust Shares. (a) On or before the earlier of (i) 75 days after the adoption 1.1 The Trust agrees to make shares of the amended and restated Plan incorporating Portfolios available for purchase at the Actuarial Contribution Memorandum applicable net asset value per share next computed after receipt by the Company's board Trust or its designee of directors an order by the Company and the Accounts on those days on which the Trust calculates its Portfolios’ net asset value pursuant to rules of the Plan or SEC, and the Trust shall calculate such net asset value on each day on which the New York Stock Exchange is open for trading (ii) 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates“Business Day”). For purposes of this Section 1.1, the Company shall deliver to be the Custodian a computerized file showing the Actuarial Contribution of each Qualifying Policy. The Custodian shall calculate, on behalf designee of the CompanyTrust for receipt of such orders from the Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust’s designated transfer agent receives notice of such order by 10:00 a.m. Eastern Time on the next following Business Day (“Trade Date plus 1”). Notwithstanding the foregoing, the number Company shall use its best efforts to provide the Trust’s designated transfer agent with notice of such orders by 9:30 a.m. Eastern Time on Trade Date plus 1. 1.2 Notwithstanding the foregoing, the Trust may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of Company Common Stock to be allocated to each Trust Eligible Policyholder based on any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible Policyholder and the provisions of Article VII sole discretion of the PlanTrust acting in good faith, provided, however, that necessary or appropriate in the best interests of the shareholders of such Portfolio. All orders received by the Company shall be responsible subject to the terms of the then current prospectus and statement of additional information of the Trust, including the Trust’s excessive trading policies. The Company shall use its best efforts, and shall reasonably cooperate with, the Trust Beneficiaries and assist with enforcing the Trust’s market timing, late trading, and any redemption fee policies as set forth in the Trust’s prospectus and such other policies established by the Trust from time to time. The Company acknowledges that orders received by it in violation of the Trust’s stated policies may be subsequently revoked or cancelled by the Trust and that the Trust shall not be responsible for any calculations made losses incurred by the CustodianCompany or the Contract owner as a result of such cancellation. In addition, the Company acknowledges that the Trust has the right to refuse any purchase order for any reason, particularly if the Trust determines that a Portfolio would be unable to invest the money effectively in accordance with its investment policies or would otherwise be adversely affected due to the size of the transaction, frequency of trading, or other factors. 1.3 The Company certifies that it will at all times follow relevant rules, regulations and requirements in connection with the handling of orders for transactions in the Portfolios, including, without limitation: (a) Rule 22c-1(a) and other applicable rules under the Investment Company Act of 1940, as amended (“Investment Company Act”); (b) As The provisions of the Plan Effective Date, each Trust Eligible Policyholder shall be allocated a number of Interests equal to the number of shares of Company Common Stock allocated to it.this Agreement; and (c) Beginning no later than 120 days after the adoption of the amended and restated Plan incorporating the Actuarial Contribution Memorandum by the Company's board of directors pursuant to the Plan and completed by no later than 14 days prior to the Plan Effective Date (unless the Superintendent approves later dates), the Custodian shall mail to each Trust Eligible Policyholder a notice indicating the number of Interests to be allocated to the Trust Eligible Policyholder. This notice shall include an explanation of the rules applicable to permitted transfers of the Interests, a summary of the Purchase and Sale Program Procedures and an explanation of the voting rights of the Trust Beneficiaries, unless such information has previously been provided to the Trust Beneficiaries, together with such other information as the Holding Company may direct. A Trust Eligible Policyholder will be able to obtain information concerning the number of Interests to be allocated to such Trust Eligible Policyholder through the telephone number, and beginning on the date, established pursuant to and identified in the mailing described in Section 5.5(b) of the Planprospectus. (d) If the Holding Company shall change the number, designation or any other characteristic of the Common Stock, the Interests held by the Trust Beneficiaries shall be deemed to be changed accordingly so that the outstanding Interests shall at all times correspond with the Trust Shares held pursuant to this Agreement.