Common use of Shareholder Information and Imposition of Trading Restrictions Clause in Contracts

Shareholder Information and Imposition of Trading Restrictions. 5.1 Insurance Company agrees to provide promptly, but not later than 10 business days, to the Participating Fund, upon Written request to the Chief Compliance Officer of the Separate Accounts and his/her designee, the taxpayer identification number (“TIN”), if known, of any or all Contractholder(s) who have purchased, redeemed, transferred or exchanged Shares held through a Separate Account with Insurance Company during the period covered by the request and the amount, date, name or other identifier of any investment professional(s) associated with the Contractholder(s) or the Separate Account (if known), and transaction type (purchase, redemption, transfer or exchange) of every purchase, redemption, transfer or exchange of Shares. To the extent practicable, the format for any transaction information provided to the Participating Fund should be consistent with the NSCC Standardized Data Reporting Format. 5.2 Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. The Participating Fund may request transaction data older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Participating Fund for the purpose of eliminating or reducing dilution to the value of the outstanding Shares issued by the Participating Fund. 5.3 Insurance Company agrees to use best efforts to determine, promptly upon request of the Participating Fund, but not later than 10 days, whether any person that holds Shares through Insurance Company or its Separate Account is an "indirect intermediary "as defined in Rule 22c-2 under the 1940 Act (an “Indirect Intermediary”), and upon further request of the Participating Fund, (i) provide or arrange to have provided the information set forth in paragraph 5.1 of this article regarding Contractholders who hold an account with an Indirect Intermediary; or (ii) restrict or prohibit the Indirect Intermediary from purchasing Shares on behalf of itself or other persons. 5.4 MBSC agrees not to use the information received under this Article for any other purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements, subject to the privacy provisions of Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and applicable comparable state laws. 5.5 Insurance Company agrees to execute Written instructions received by the Chief Compliance Officer of the Separate Accounts and his/her designee from the Participating Fund to restrict or prohibit further purchases or exchanges of Shares by a Contractholder who has been identified by the Participating Fund as having engaged in transactions of Shares (directly or indirectly through a Separate Account) that violate the policies established by the Participating Fund for the purpose of eliminating or reducing any dilution of the value of its Shares. 5.6 Instructions provided to the Chief Compliance Officer of the Separate Accounts and his/her designee will include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions will include an equivalent identifying number of the Contractholder(s) or account(s) or other agreed-upon information to which the instructions relates. 5.7 Insurance Company must provide Written confirmation to the Participating Fund that instructions have been executed. Insurance Company agrees to provide the confirmation as soon as reasonably practicable, but not later than 10 business days after the instructions have been executed. 5.8 For purposes of this Article only, “Written” communications include electronic communications and facsimile transmissions. 5.9 For purposes of this Article only, the term “Participating Fund” does not include any “excepted funds” as defined in Rule 22c-2(b) under the Investment Company Act of 1940 (the “1940 Act”). 5.10 For purposes of this Article only, the term “Contractholder” shall include, as applicable, (a) the beneficial owner of Shares, whether the Shares are held directly by Contractholder or by Insurance Company in nominee name; (b) a Separate Account unit holder, notwithstanding that the Separate Account may be deemed to be the beneficial owner of Shares; or (c) the holder of interests in a Participating Fund underlying a variable annuity or variable life insurance contract.

Shareholder Information and Imposition of Trading Restrictions. 5.1 Insurance Company agrees to provide promptly, but not later than 10 business days, to the Participating Fund, upon Written request to the Chief Compliance Officer of the Separate Accounts and his/her designee, the taxpayer identification number (“TIN”), if known, of any or all Contractholder(s) who have purchased, redeemed, transferred or exchanged Shares held through a Separate Account with Insurance Company during the period covered by the request and the amount, date, name or other identifier of any investment professional(s) associated with the Contractholder(s) or the Separate Account (if known), and transaction type (purchase, redemption, transfer or exchange) of every purchase, redemption, transfer or exchange of Shares. To the extent practicable, the format for any transaction information provided to the Participating Fund should be consistent with the NSCC Standardized Data Reporting Format. 5.2 Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. The Participating Fund may request transaction data older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Participating Fund for the purpose of eliminating or reducing dilution to the value of the outstanding Shares issued by the Participating Fund. 5.3 Insurance Company agrees to use best efforts to determine, promptly upon request of the Participating Fund, but not later than 10 days, whether any person that holds Shares through Insurance Company or its Separate Account is an "indirect intermediary "as defined in Rule 22c-2 under the 1940 Act (an “Indirect Intermediary”), and upon further request of the Participating Fund, (i) provide or arrange to have provided the information set forth in paragraph 5.1 of this article regarding Contractholders who hold an account with an Indirect Intermediary; or (ii) restrict or prohibit the Indirect Intermediary from purchasing Shares on behalf of itself or other persons. 5.4 MBSC agrees not to use the information received under this Article for any other purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements, subject to the privacy provisions of Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and applicable comparable state laws. 5.5 Insurance Company agrees to execute Written instructions received by the Chief Compliance Officer of the Separate Accounts and his/her designee from the Participating Fund to restrict or prohibit further purchases or exchanges of Shares by a Contractholder who has been identified by the Participating Fund as having engaged in transactions of Shares (directly or indirectly through a Separate Account) that violate the policies established by the Participating Fund for the purpose of eliminating or reducing any dilution of the value of its Shares. 5.6 Instructions provided to the Chief Compliance Officer of the Separate Accounts and his/her designee will designeewill include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions will include an equivalent identifying number of the Contractholder(s) or account(s) or other agreed-upon information to which the instructions relates. 5.7 Insurance Company must provide Written confirmation to the Participating Fund that instructions have been executed. Insurance Company agrees to provide the confirmation as soon as reasonably practicable, but not later than 10 business days after the instructions have been executed. 5.8 For purposes of this Article only, “Written” communications include electronic communications and facsimile transmissions. 5.9 For purposes of this Article only, the term “Participating Fund” does not include any “excepted funds” as defined in Rule 22c-2(b) under the Investment Company Act of 1940 (the “1940 Act”). 5.10 For purposes of this Article only, the term “Contractholder” shall include, as applicable, (a) the beneficial owner of Shares, whether the Shares are held directly by Contractholder or by Insurance Company in nominee name; (b) a Separate Account unit holder, notwithstanding that the Separate Account may be deemed to be the beneficial owner of Shares; or (c) the holder of interests in a Participating Fund underlying a variable annuity or variable life insurance contract.