Common use of Sale of Fund Shares 1 Clause in Contracts

Sale of Fund Shares 1. 1 The Distributor agrees to sell to the Insurer those shares of the portfolios offered and made available by the Fund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each business day on which the Fund calculates its net asset value pursuant to rules of the SEC and as described in the Fund's prospectus and statement of additional information (together, the "prospectus") and on which the New York Stock Exchange is open for regular trading ("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 Business Day shares of the Portfolios for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Fund may refuse to sell shares of any Portfolio to any person, 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 Trustees, acting in good faith and in light of the Trustees' fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Portfolio. 1.3 The Fund and the Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance 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 Portfolio will be sold directly to the general public to the extent not permitted by applicable tax law. 1.4 The Fund and the Distributor will not sell shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Article IV of this Agreement is in effect to govern such sales. 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem any full or fractional shares of the Portfolios held by the Insurer, ordinarily executing such requests on each Business Day at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with applicable rules of the SEC and procedures and policies of the Fund as described in the current registration 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 (generally 4:00 p.m. Eastern time) on each Business Day 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 provides notice of such orders to the Fund on the next following Business Day by 9:00 a.m. Eastern time; provided, further, however, that the Insurer received such purchase or redemption order prior to the close of regular trading on the New York Stock Exchange on the previous Business 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 or its agent shall make available to the Insurer same day notice 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 fund accountant to make available to the Insurer 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 7:00 p.m. Eastern time. ARTICLE II.

Sale of Fund Shares 1. 1 The Distributor agrees to sell to the Insurer those shares of the portfolios offered and made available by the Fund and identified on Exhibit B ("Portfolios") that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each business day on which the Fund calculates its net asset value pursuant to rules of the SEC and as described in the Fund's prospectus and registration statement of additional information (together, the "prospectus") and on which the New York Stock Exchange is open for regular trading ("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 Business Day shares of the Portfolios for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Fund may refuse to sell shares of any Portfolio to any person, 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 Trustees, acting in good faith and in light of the Trustees' fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Portfolio. 1.3 The Fund and the Distributor agree that shares of the Portfolios of the Fund will be sold only to Participating Insurance 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 Portfolio will be sold directly to the general public to the extent not permitted by applicable tax law. 1.4 The Fund and the Distributor will not sell shares of the Portfolios to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Article IV of this Agreement is in effect to govern such sales. 1.5 Upon receipt of a request for redemption in proper form from the Insurer, the Fund agrees to redeem any full or fractional shares of the Portfolios held by the Insurer, ordinarily executing such requests on each Business Day at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with applicable rules of the SEC and procedures and policies of the Fund as described in the current registration 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) on each Business Day 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 provides 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; provided, further, however, that the Insurer received time on such purchase or redemption order prior to the close of regular trading on the New York Stock Exchange on the previous Business Dayday. 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 its agent shall make available telephone, followed by written confirmation) to the Insurer same day notice 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 fund accountant recordkeeping agent to make available 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. ARTICLE II.