Common use of DEALERS' UNDERTAKINGS Clause in Contracts

DEALERS' UNDERTAKINGS. In offering and selling shares of the Funds, the Dealer shall comply with all applicable state and federal laws and regulations and all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10. The Dealer shall not sell shares of the Funds pursuant to this Agreement unless the then current Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds except those contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. In offering and selling shares of the Funds, the Dealer shall rely solely on the representations contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authority. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer with respect to the Funds. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds or Dealer's activities as broker or dealer with respect to the Funds. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds or to the business of Underwriter shall be the property of Underwriter, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter and at the termination of this Agreement shall be returned to Underwriter.

DEALERS' UNDERTAKINGS. In offering and selling shares of the FundsVariable Contracts, the Dealer shall comply with all applicable state and federal laws and regulations and applicable to it, all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD")) applicable to it, and all policies and rules of the Underwriter applicable to it and communicated in writing to it. In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds Variable Contracts under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10Paragraph 12. The Dealer shall not sell shares any of the Funds Variable Contracts pursuant to this Agreement unless the then current applicable Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds Variable Contracts, the Issuer or the Issuer's separate accounts except those contained in the then current Prospectus Prospectuses (and/or Statement Statements of Additional Information, if any) or Approved Supplemental Sales Literature. In offering and selling shares of the FundsVariable Contracts, the Dealer shall rely solely on the representations contained in the then current Prospectus Prospectuses (and/or Statement Statements of Additional Information, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authority. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer dealer, or insurance agent or agency, with respect to the FundsVariable Contracts. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds Variable Contracts or Dealer's activities as broker or dealer dealer, or insurance agent or agency, with respect to the FundsVariable Contracts. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds Variable Contracts or to the business of Underwriter or the Issuer shall be the property of UnderwriterUnderwriter or the Issuer, as the case may be, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter or Issuer and at the termination of this Agreement shall be returned to Underwriter.

DEALERS' UNDERTAKINGS. In offering and selling shares of the FundsVariable Contracts, the Dealer shall comply with all applicable state and federal laws and regulations and applicable to it, all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD")) applicable to it, and all policies and rules of the Underwriter applicable to it and communicated in writing to it. In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds Variable Contracts under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10Paragraph 12. The Dealer shall not sell shares any of the Funds Variable Contracts pursuant to this Agreement unless the then current applicable Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds Variable Contracts, the Issuer or the Issuer's separate accounts except those contained in the then current Prospectus Prospectuses (and/or Statement Statements of Additional Information, if any) or Approved Supplemental Sales Literature. In offering and selling shares of the FundsVariable Contracts, the Dealer shall rely solely on the representations contained in the then current Prospectus Prospectuses (and/or Statement Statements of Additional Information, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state securities laws and the by-laws, rules or regulations of the NASD or any other securities regulatory authorityauthority or for purposes of satisfying the requirements of an IMSA assessment. Dealer shall immediately notify the Compliance Department of Underwriter of any proceeding, suit or action, whether criminal, civil or administrative, or the commencement by the NASD or any other securities regulatory authority or any other state or federal authority of any investigation, if such proceeding, suit, action or investigation arises out of or in connection with Dealer's activities as broker or dealer dealer, or insurance agent or agency, with respect to the FundsVariable Contracts. Dealer shall also immediately notify the Compliance Department of Underwriter of any complaint by a customer or prospective customer or regulatory authority regarding the Funds Variable Contracts or Dealer's activities as broker or dealer dealer, or insurance agent or agency, with respect to the FundsVariable Contracts. Except for those books and records required by law or regulation to be maintained by Dealer, all books, documents, prospectuses, application forms or other materials or supplies in the possession of Dealer which pertain to the Funds Variable Contracts or to the business of Underwriter or the Issuer shall be the property of UnderwriterUnderwriter or the Issuer, as the case may be, which at any and all times shall be open to inspection by any duly authorized representative of Underwriter or Issuer and at the termination of this Agreement shall be returned to Underwriter.