Common use of Marketing and Sales Clause in Contracts

Marketing and Sales. a. Except as otherwise agreed to by the Company and the Wholesaler, the Wholesaler shall be responsible for the design and cost of all promotional, sales and advertising material relating to the Contracts, which include the marketing brochure, application, broker-dealer guide book, asset allocator worksheet and Prospectus covers. Prior to use with any member of the public, the Wholesaler shall provide to the Company copies of all promotional, sales and advertising material developed by the Wholesaler for the Company's review and written approval. Upon receipt of such material from the Wholesaler, the Company shall be given a reasonable amount of time to complete its review. The Company will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Wholesaler of the obligation to obtain the prior written approval of the Company. In the event that the Company shall design any promotional, sales or advertising material relating to the Contracts, the Company shall provide to the Wholesaler copies of such material for the Wholesaler's review and written approval. Upon receipt of such material from the Company, the Wholesaler shall be given a reasonable amount of time to complete its review. The Wholesaler will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company of the obligation to obtain the prior written approval of the Wholesaler. The Underwriter shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the Company, the Underwriter or the Wholesaler, with the NASD and any federal and state securities, governmental or regulatory agencies. The Company shall be responsible for filing, as required, such material, whether developed by the Company, the Underwriter or the Wholesaler, with any State insurance, governmental or regulatory agencies. Neither the Wholesaler nor the Wholesaler Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraph. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company shall furnish such material to the Fund or the Fund's distributor (if other than the Wholesaler) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company or the Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. b. The Wholesaler acknowledges that the Company shall have the right to reject, in whole or in part, any application for a Contract, provided (i) that there must be a reasonable basis (as determined by the Company) for any such rejection, which basis shall be specified in writing by the Company upon request by the Wholesaler and (ii) that the projected profitability or lack of profitability of a Contract shall not be a basis for rejection. In the event an application is rejected, any Purchase Payment submitted will be returned by or on behalf of the Company to the applicant. The Company will notify the Wholesaler and the Broker-Dealer who submitted the Purchase Payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Company. The Company will notify the Wholesaler and the Broker-Dealer who solicited the sale of the Contract of such action. c. The Company and the Wholesaler shall equally share the costs (other than those borne by the Fund pursuant to the Participation Agreement) for printing any preliminary and all definitive Prospectuses for the Contracts and Fund Prospectuses and any supplements thereto. d. The Wholesaler will pay the following expenses related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) the development, printing and mailing of any promotional, sales or advertising material for use in connection with the distribution of the Contracts; (iv) the printing, mailing, and all other activities associated with proxy solicitations; (v) expenses associated with telecommunications with the Company at the sites of the Wholesaler or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (vi) any other expenses incurred by the Wholesaler or its Associated Persons for the purpose of carrying out the obligations of the Wholesaler hereunder. Except for such expenses and the expenses described in Section 4.c. of this Agreement, the Wholesaler shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments solicited by Broker-Dealers for applications rejected or not timely received by the Company. e. The Company will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts; (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the States; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) the mailing of Prospectuses for the Contracts and Fund Prospectuses, any supplements thereto, as required by federal securities laws, and periodic reports relating to the Fund or the Accounts to Contract owners; (vi) the preparation of administrative forms utilized in connection with the distribution of the Contracts; (vii) the preparation of Contract owner lists for the purposes of proxy solicitations; and (viii) compensation as provided in Section 9 hereof. f. The Company alone shall be responsible for and bear the cost of administration of the Contracts following their issuance, including all Contract owner service and communication activities, but the Wholesaler shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts, as permitted by applicable law. The Company agrees that its service standards for the Contracts shall be always equal to or better than its current service standards for the other variable annuity and variable life insurance contracts that it is actively marketing on the effective date of this Agreement. g. The Company, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 under the 1934 Act its acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. h. At the end of 15 months from the later of the date (a) on which the Company and its affiliate, Allmerica Financial Life Insurance and Annuity Company ("AFLIAC") notify the Underwriter and the Wholesaler that they have received approval of (i) "Xxxxxx Gateway Elite" variable annuity contracts and (ii) "Xxxxxx Gateway Custom" variable annuity contracts (collectively, the "Contracts") from at least thirty (30) states or (b) on which both the Company and AFLIAC versions of the Contracts may be legally distributed under the Federal Securities Laws, reimbursement (if any) from the Wholesaler for development and administrative costs of the Contracts shall be computed and paid to the Company and AFLIAC as provided in Sections 4.h. and 21.a. of the Wholesaling Agreement between the Wholesaler and AFLIAC being executed contemporaneously herewith. In accordance with the terms of such Wholesaling Agreement, Wholesaler shall be responsible for only a single reimbursement amount, and such reimbursement shall be divided between the Company and AFLIAC, as they may mutually agree.

Marketing and Sales. a. Except as otherwise agreed to by the Company and the Wholesaler, the Wholesaler shall be responsible for the design and cost of all promotional, sales and advertising material relating to the Contracts, which include the marketing brochure, application, broker-dealer guide book, asset allocator worksheet and Prospectus covers. Prior to use with any member of the public, the Wholesaler shall provide to the Company copies of all promotional, sales and advertising material developed by the Wholesaler for the Company's review and written approval. Upon receipt of such material from the Wholesaler, the Company shall be given a reasonable amount of time to complete its review. The Company will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Wholesaler of the obligation to obtain the prior written approval of the Company. In the event that the Company shall design any promotional, sales or advertising material relating to the Contracts, the Company shall provide to the Wholesaler copies of such material for the Wholesaler's review and written approval. Upon receipt of such material from the Company, the Wholesaler shall be given a reasonable amount of time to complete its review. The Wholesaler will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company of the obligation to obtain the prior written approval of the Wholesaler. The Underwriter shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the Company, the Underwriter or the Wholesaler, with the NASD and any federal and state securities, governmental or regulatory agencies. The Company shall be responsible for filing, as required, such material, whether developed by the Company, the Underwriter or the Wholesaler, with any State state insurance, governmental or regulatory agencies. Neither the Wholesaler nor the Wholesaler Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraph. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company shall furnish such material to the Fund or the Fund's distributor (if other than the Wholesaler) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company or the Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. b. The Wholesaler acknowledges that the Company shall have the right to reject, in whole or in part, any application for a Contract, provided (i) that there must be a reasonable basis (as determined by the Company) for any such rejection, which basis shall be specified in writing by the Company upon request by the Wholesaler and (ii) that the projected profitability or lack of profitability of a Contract shall not be a basis for rejection. In the event an application is rejected, any Purchase Payment submitted will be returned by or on behalf of the Company to the applicant. The Company will notify the Wholesaler and the Broker-Dealer who submitted the Purchase Payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Company. The Company will notify the Wholesaler and the Broker-Dealer who solicited the sale of the Contract of such action. c. The Company and the Wholesaler shall equally share the costs (other than those borne by the Fund pursuant to the Participation Agreement) for printing any preliminary and all definitive Prospectuses for the Contracts and Fund Prospectuses and any supplements thereto. d. The Wholesaler will pay the following expenses (other than those borne by the fund pursuant to the Participating Agreement ) related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) the development, printing and mailing of any promotional, sales or advertising material for use in connection with the distribution of the Contracts; (iv) the printing, mailing, and all other activities associated with proxy solicitations; ; (v) expenses associated with telecommunications with the Company at the sites of the Wholesaler or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (vi) any other expenses incurred by the Wholesaler or its Associated Persons for the purpose of carrying out the obligations of the Wholesaler hereunder. Except for such expenses and the expenses described in Section 4.c. of this Agreement, the Wholesaler shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments solicited by Broker-Dealers for applications rejected or not timely received by the Company. e. The Company will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts; (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the StatesStates in the Territory; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) the mailing of Prospectuses for the Contracts and Fund Prospectuses, any supplements thereto, as required by federal securities laws, and periodic reports relating to the Fund or the Accounts to Contract owners; (vi) the preparation of administrative forms utilized in connection with the distribution of the Contracts; (vii) the preparation of Contract owner lists for the purposes of proxy solicitations; and and (viii) compensation as provided in Section 9 hereof. f. The Company alone shall be responsible for and bear the cost of administration of the Contracts following their issuance, including all Contract owner service and communication activities, but the Wholesaler shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts, as permitted by applicable law. The Company agrees that its service standards for the Contracts shall be always equal to or better than its current service standards for the other variable annuity and variable life insurance contracts that it is actively marketing on the effective date of this Agreement. g. The Company, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 l0b-10 under the 1934 Act its acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. h. At the end of 15 months from the later of the date (a) on which the Company and its affiliate, First Allmerica Financial Life Insurance and Annuity Company ("AFLIACFAFLIC") notify the Underwriter and the Wholesaler that they have received approval of (i) "Xxxxxx Gateway Elite" variable annuity contracts and (ii) "Xxxxxx Gateway Custom" variable annuity contracts (collectively, the "Contracts") from at least thirty (30) states or (b) on which both the Company and AFLIAC versions FAFLIC version of the Contracts may be legally distributed under the Federal Securities Laws, reimbursement (if any) from the Wholesaler for development and administrative costs of the Contracts shall be computed and paid based on the following schedule: AGGREGATE SALES REIMBURSEMENT $150,000,000 and over $ 0 $140,000,001 - $150,000,000 $ 70,000 $130,000,001 - $140,000,000 $140,000 $120,000,001 - $130,000,000 $210,000 $110,000,001 - $120,000,000 $280,000 $100,000,001 - $110,000,000 $350,000 $ 90,000,001 - $100,000,000 $420,000 $ 80,000,001 - $ 90,000,000 $490,000 $ 70,000,001 - $ 80,000,000 $560,000 $ 60,000,001 - $ 70,000,000 $630,000 $ 0 - $ 60,000,000 $700,000 Aggregate Sales shall be determined in accordance with Section 21.a. Any amount payable pursuant to the Company and AFLIAC as provided in Sections this Section 4.h. and 21.a. of the Wholesaling Agreement between shall be paid within thirty (30) days after confirmation by the Wholesaler and AFLIAC being executed contemporaneously herewith. In accordance with the terms of such Wholesaling Agreement, Wholesaler shall be responsible for only a single reimbursement amount, and such reimbursement shall be divided between the Company and AFLIACof the amount owed. For purposes of calculating the above reimbursement, as they may mutually agreeAggregate Sales shall include all sales of the Contracts from the inception of public distribution to the end of the applicable fifteen-month computation period.

Marketing and Sales. a. Except as otherwise agreed to by the Company Companies and the Wholesaler, the Wholesaler shall be responsible for the design, the cost of the design work and cost the printing costs of all promotional, sales and advertising material relating to the Contracts, which include the marketing brochure, application, broker-dealer guide book, asset allocator worksheet and Prospectus covers. Prior to use with any member of the public, the Wholesaler shall provide to the Company Companies copies of all promotional, sales and advertising material developed by the Wholesaler for the Company's Companies' review and written approval. Upon receipt of such material from the Wholesaler, the Company Companies shall be given a reasonable amount of time to complete its their review. The Company Companies will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Wholesaler of the obligation to obtain the prior written approval of the CompanyCompanies. In the event that the Company Companies shall design any promotional, sales or advertising material relating to the Contracts, the Company Companies shall provide to the Wholesaler copies of such material for the Wholesaler's review and written approval. Upon receipt of such material from the CompanyCompanies, the Wholesaler shall be given a reasonable amount of time to complete its review. The Wholesaler will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company Companies of the obligation to obtain the prior written approval of the Wholesaler. The Underwriter Wholesaler shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the CompanyWholesaler, the Underwriter Companies or the WholesalerUnderwriter, with the NASD and any federal and state securities, governmental or regulatory agencies. The Company Companies shall be responsible for filing, as required, such material, whether developed by the CompanyWholesaler, the Underwriter Companies or the WholesalerUnderwriter, with any State insurance, governmental or regulatory agencies. Neither the Wholesaler nor the Wholesaler Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraphstate insurance department. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company Companies shall furnish such material to the Fund or the Fund's distributor (if other than the Wholesaler) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company Companies or the Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. b. The Wholesaler acknowledges that the Company shall have the unconditional right to reject, in whole or in part, any application for a Contract, provided (i) that there must be a reasonable basis (as determined by the Company) for any such rejection, which basis shall be specified in writing by the Company upon request by the Wholesaler and (ii) that the projected profitability or lack of profitability of a Contract shall not be a basis for rejection. In the event an application is rejected, any Purchase Payment submitted premium payments paid will be returned by or on behalf of the Company issuing insurer to the applicant. The Company AFLIAC or FAFLIC, as appropriate, will notify the Wholesaler and the Broker-Dealer who submitted the Purchase Payment premium payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Companyissuing insurer. The Company AFLIAC or FAFLIC, as appropriate, will notify the Wholesaler and the Broker-Dealer who solicited the sale of the Contract of such action. c. The Company and the Wholesaler shall equally share the costs (other than those borne by the Fund pursuant to the Participation Agreement) for printing any preliminary and all definitive Prospectuses for the Contracts and Fund Prospectuses and any supplements thereto. d. The Wholesaler will pay the following expenses related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) expenses for design, development and printing of (1) marketing kits and prospectus covers in a design which is agreed upon by the developmentCompanies and the Wholesaler, which meet regulatory requirements as determined by the Companies, and which are provided to the Companies in camera-ready format, and (2) promotional and advertising materials; (iv) expenses for design, development and printing of Contract and Fund prospectuses and Contract semi-annual and annual reports; (v) mailing of any promotional, sales or promotional and advertising material for use and marketing kits in connection with the distribution of the Contracts; (ivvi) fulfillment of marketing materials and forms to Broker-Dealers; (vii) any additions, inserts, or packaging enhancements to the printing, mailing, and all other activities associated with proxy solicitations; Companies' basic "Welcome Package"; (vviii) expenses associated with telecommunications with the Company Companies at the sites of the Wholesaler or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (viix) any other expenses incurred by the Wholesaler or its Associated Persons for the purpose of carrying out the obligations of the Wholesaler hereunder. Except for such expenses and the expenses described in Section 4.c. of this Agreement, the Wholesaler shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments premium payments solicited by Broker-Dealers for applications rejected or not timely received by the CompanyCompanies. e. d. The Company Companies will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts, including the Companies' basic "Welcome Package" (any additions, inserts, or packaging enhancements to the Companies' "Welcome Package" shall be at the expense of the Wholesaler, as set forth in Section 4.c.vii, above); (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the Statesany State; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) the mailing of Contract Prospectuses for the Contracts and Fund Prospectuses, any supplements thereto, as required by federal securities laws, and periodic reports relating to the Fund or the Accounts to Contract owners; (vi) the preparation and printing of administrative forms utilized in connection with the distribution of the Contracts, including but not limited to the form of application; (vii) the preparation of Contract owner lists for the purposes of proxy solicitations; and ; (viii) compensation commissions and Promotional Allowances, as provided in Section 9 hereof; and (ix) any other expenses related to the distribution of the Contracts except those set forth in Section 4.c. and except as provided in Section 4.e. f. e. The Company Companies alone shall be responsible for and bear the cost of administration of the Contracts following their issuance, including all Contract owner service and communication activities, but the Wholesaler shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts, as permitted by applicable law. The Company agrees that its service standards for the Contracts shall be always equal to or better than its current service standards for the other variable annuity and variable life insurance contracts that it is actively marketing on the effective date of this Agreement. g. f. The CompanyCompanies, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 l0b-10 under the 1934 Act its their acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. h. At g. The Wholesaler agrees to reimburse the end of 15 months from the later of the date (a) on which the Company and its affiliate, Allmerica Financial Life Insurance and Annuity Company ("AFLIAC") notify the Underwriter and the Wholesaler that they have received approval of (i) "Xxxxxx Gateway Elite" variable annuity contracts and (ii) "Xxxxxx Gateway Custom" variable annuity contracts (collectively, the "Contracts") from at least thirty (30) states or (b) on which both the Company and AFLIAC versions of the Contracts may be legally distributed under the Federal Securities Laws, reimbursement (if any) from the Wholesaler Companies for Contract development and administrative implementation costs of based upon the Contracts shall be computed and paid to the Company and AFLIAC as provided reimbursement formula set forth in Sections 4.h. and 21.a. of the Wholesaling Agreement between the Wholesaler and AFLIAC being executed contemporaneously herewith. In accordance with the terms of such Wholesaling Agreement, Wholesaler shall be responsible for only a single reimbursement amount, and such reimbursement shall be divided between the Company and AFLIAC, as they may mutually agreeSchedule 5.

Marketing and Sales. a. Except as otherwise agreed to by the Company and the Wholesaler, the Wholesaler shall be responsible for the design and cost of all promotional, sales and advertising material relating to the Contracts, which include the marketing brochure, application, broker-dealer guide book, asset allocator worksheet and Prospectus covers. Prior to use with any member of the public, the Wholesaler shall provide to the Company copies of all promotional, sales and advertising material developed by the Wholesaler for the Company's review and written approval. Upon receipt of such material from the Wholesaler, the Company shall be given a reasonable amount of time to complete its review. The Company will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Wholesaler of the obligation to obtain the prior written approval of the Company. In the event that the Company shall design any promotional, sales or advertising material relating to the Contracts, the Company shall provide to the Wholesaler copies of such material for the Wholesaler's review and written approval. Upon receipt of such material from the Company, the Wholesaler shall be given a reasonable amount of time to complete its review. The Wholesaler will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company of the obligation to obtain the prior written approval of the Wholesaler. The Underwriter shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the Company, the Underwriter or the Wholesaler, with the NASD and any federal and state securities, governmental or regulatory agencies. The Company shall be responsible for filing, as required, such material, whether developed by the Company, the Underwriter or the Wholesaler, with any State insurance, governmental or regulatory agencies. Neither the Wholesaler nor the Wholesaler Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraph. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company shall furnish such material to the Fund or the Fund's distributor (if other than the Wholesaler) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company or the Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. b. The Wholesaler acknowledges that the Company shall have the right to reject, in whole or in part, any application for a Contract, provided (i) that there must be a reasonable basis (as determined by the Company) for any such rejection, which basis shall be specified in writing by the Company upon request by the Wholesaler and (ii) that the projected profitability or lack of profitability of a Contract shall not be a basis for rejection. In the event an application is rejected, any Purchase Payment submitted will be returned by or on behalf of the Company to the applicant. The Company will notify the Wholesaler and the Broker-Dealer who submitted the Purchase Payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Company. The Company will notify the Wholesaler and the Broker-Dealer who solicited the sale of the Contract of such action. c. The Company and the Wholesaler shall equally share the costs (other than those borne by the Fund pursuant to the Participation Agreement) for printing any preliminary and all definitive Prospectuses for the Contracts and Fund Prospectuses and any supplements thereto. d. The Wholesaler will pay the following expenses related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) the development, printing and mailing of any promotional, sales or advertising material for use in connection with the distribution of the Contracts; (iv) the printing, mailing, and all other activities associated with proxy solicitations; ; (v) expenses associated with telecommunications with the Company at the sites of the Wholesaler or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (vi) any other expenses incurred by the Wholesaler or its Associated Persons for the purpose of carrying out the obligations of the Wholesaler hereunder. Except for such expenses and the expenses described in Section 4.c. of this Agreement, the Wholesaler shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments solicited by Broker-Dealers for applications rejected or not timely received by the Company. e. The Company will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts; (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the States; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) the mailing of Prospectuses for the Contracts and Fund Prospectuses, any supplements thereto, as required by federal securities laws, and periodic reports relating to the Fund or the Accounts to Contract owners; (vi) the preparation of administrative forms utilized in connection with the distribution of the Contracts; (vii) the preparation of Contract owner lists for the purposes of proxy solicitations; and and (viii) compensation as provided in Section 9 hereof. f. The Company alone shall be responsible for and bear the cost of administration of the Contracts following their issuance, including all Contract owner service and communication activities, but the Wholesaler shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts, as permitted by applicable law. The Company agrees that its service standards for the Contracts shall be always equal to or better than its current service standards for the other variable annuity and variable life insurance contracts that it is actively marketing on the effective date of this Agreement. g. The Company, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 under the 1934 Act its acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. h. At the end of 15 months from the later of the date (a) on which the Company and its affiliate, Allmerica Financial Life Insurance and Annuity Company ("AFLIAC") notify the Underwriter and the Wholesaler that they have received approval of (i) "Xxxxxx Gateway Elite" variable annuity contracts and (ii) "Xxxxxx Gateway Custom" variable annuity contracts (collectively, the "Contracts") from at least thirty (30) states or (b) on which both the Company and AFLIAC versions of the Contracts may be legally distributed under the Federal Securities Laws, reimbursement (if any) from the Wholesaler for development and administrative costs of the Contracts shall be computed and paid to the Company and AFLIAC as provided in Sections 4.h. and 21.a. of the Wholesaling Agreement between the Wholesaler and AFLIAC being executed contemporaneously herewith. In accordance with the terms of such Wholesaling Agreement, Wholesaler shall be responsible for only a single reimbursement amount, and such reimbursement shall be divided between the Company and AFLIAC, as they may mutually agree.

Marketing and Sales. a. Except as otherwise agreed to by the Company and the Wholesaler, the Wholesaler shall be responsible for the design and cost of all promotional, sales and advertising material relating to the Contracts, which include the marketing brochure, application, broker-dealer guide book, asset allocator worksheet and Prospectus covers. Prior to use with any member of the public, the Wholesaler shall provide to the Company copies of all promotional, sales and advertising material developed by the Wholesaler for the Company's review and written approval. Upon receipt of such material from the Wholesaler, the Company shall be given a reasonable amount of time to complete its review. The Company will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Wholesaler of the obligation to obtain the prior written approval of the Company. In the event that the Company shall design any promotional, sales or advertising material relating to the Contracts, the Company shall provide to the Wholesaler copies of such material for the Wholesaler's review and written approval. Upon receipt of such material from the Company, the Wholesaler shall be given a reasonable amount of time to complete its review. The Wholesaler will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company of the obligation to obtain the prior written approval of the Wholesaler. The Underwriter shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the Company, the Underwriter or the Wholesaler, with the NASD and any federal and state securities, governmental or regulatory agencies. The Company shall be responsible for filing, as required, such material, whether developed by the Company, the Underwriter or the Wholesaler, with any State state insurance, governmental or regulatory agencies. Neither the Wholesaler nor the Wholesaler Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraph. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company shall furnish such material to the Fund or the Fund's distributor (if other than the Wholesaler) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company or the Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. b. The Wholesaler acknowledges that the Company shall have the right to reject, in whole or in part, any application for a Contract, provided (i) that there must be a reasonable basis (as determined by the Company) for any such rejection, which basis shall be specified in writing by the Company upon request by the Wholesaler and (ii) that the projected profitability or lack of profitability of a Contract shall not be a basis for rejection. In the event an application is rejected, any Purchase Payment submitted will be returned by or on behalf of the Company to the applicant. The Company will notify the Wholesaler and the Broker-Dealer who submitted the Purchase Payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Company. The Company will notify the Wholesaler and the Broker-Dealer who solicited the sale of the Contract of such action. c. The Company and the Wholesaler shall equally share the costs (other than those borne by the Fund pursuant to the Participation Agreement) for printing any preliminary and all definitive Prospectuses for the Contracts and Fund Prospectuses and any supplements thereto. d. The Wholesaler will pay the following expenses related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) the development, printing and mailing of any promotional, sales or advertising material for use in connection with the distribution of the Contracts; (iv) the printing, mailing, and all other activities associated with proxy solicitations; ; (v) expenses associated with telecommunications with the Company at the sites of the Wholesaler or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (vi) any other expenses incurred by the Wholesaler or its Associated Persons for the purpose of carrying out the obligations of the Wholesaler hereunder. Except for such expenses and the expenses described in Section 4.c. of this Agreement, the Wholesaler shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments solicited by Broker-Dealers for applications rejected or not timely received by the Company. e. The Company will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts; (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the StatesStates in the Territory; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) the mailing of Prospectuses for the Contracts and Fund Prospectuses, any supplements thereto, as required by federal securities laws, and periodic reports relating to the Fund or the Accounts to Contract owners; (vi) the preparation of administrative forms utilized in connection with the distribution of the Contracts; (vii) the preparation of Contract owner lists for the purposes of proxy solicitations; and and (viii) compensation as provided in Section 9 hereof. f. The Company alone shall be responsible for and bear the cost of administration of the Contracts following their issuance, including all Contract owner service and communication activities, but the Wholesaler shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts, as permitted by applicable law. The Company agrees that its service standards for the Contracts shall be always equal to or better than its current service standards for the other variable annuity and variable life insurance contracts that it is actively marketing on the effective date of this Agreement. g. The Company, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 under the 1934 Act its acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. h. At the end of 15 months from the later of the date (a) on which the Company and its affiliate, Allmerica Financial Life Insurance and Annuity Company ("AFLIAC") notify notifies the Underwriter and the Wholesaler that they have it has received approval of (i) the Contract covering "Xxxxxx Gateway Elite" variable annuity contracts and (ii) the Contract covering "Xxxxxx Gateway Custom" variable annuity contracts (collectively, the "Contracts") from at least thirty (30) states as provided in Section 2.d. or (b) on which both the Company and AFLIAC versions of the Contracts may be legally distributed under the Federal Securities Laws, reimbursement (if any) from the Wholesaler to the Company for development and administrative costs of the Contracts shall be computed based on the following schedule: Aggregate Sales Reimbursement --------------- ------------- $150,000,000 and paid over $ 0 $140,000,001 - $150,000,000 $ 70,000 $130,000,001 - $140,000,000 $140,000 $120,000,001 - $130,000,000 $210,000 $110,000,001 - $120,000,000 $280,000 16 $100,000,001 - $110,000,000 $350,000 $ 90,000,001 - $100,000,000 $420,000 $ 80,000,001 - $ 90,000,000 $490,000 $ 70,000,001 - $ 80,000,000 $560,000 $ 60,000,001 - $ 70,000,000 $630,000 $ 0 - $ 60,000,000 $700,000 Aggregate Sales shall be determined in accordance with Section 21.a. Any amount payable pursuant to the Company and AFLIAC as provided in Sections this Section 4.h. and 21.a. of the Wholesaling Agreement between shall be paid within thirty (30) days after confirmation by the Wholesaler and AFLIAC being executed contemporaneously herewith. In accordance with the terms of such Wholesaling Agreement, Wholesaler shall be responsible for only a single reimbursement amount, and such reimbursement shall be divided between the Company and AFLIACof the amount owed. For purposes of calculating the above reimbursement, as they may mutually agreeAggregate Sales shall include all sales of the Contracts from the inception of public distribution to the end of the applicable fifteen-month computation period.