Common use of Sales Material, Prospectuses and Other Reports Clause in Contracts

Sales Material, Prospectuses and Other Reports. 3.1 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager is named, at least five Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within five Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee. 3.3 For purposes of this Article III, the phrase "sales literature or other promotional material" shall mean advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochures, circulars, market letters and form letters), distributed or made generally available to customers or the public. 3.4 The Fund shall provide a copy of its current prospectus within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Fund printed together in one document (such printing to be at the Company's expense). The Manager shall be permitted to review and approve the typeset form of the Fund's prospectus prior to such printing. 3.5 The Fund or the Manager shall provide the Company with either: (i) a copy of the Fund's proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expense, or (ii) camera ready and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's expense, within a reasonable period of the filing date for definitive copies of such material. The Manager shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printing.

Sales Material, Prospectuses and Other Reports. 3.1 3.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects object to such use within five ten Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the 3.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 3.3. For purposes of this Article III, the phrase "sales literature or other promotional material" shall mean includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. 3.4 3.4. The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Fund printed together in one document (such printing to be at the Company's expense)printed. The Manager Adviser shall be permitted to review and approve the typeset electronic or draft form of the Fund's prospectus Prospectus prior to such printing. 3.5 3.5. The Fund or the Manager Adviser shall provide the Company with either: (i) a copy of the Fund's proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expenseowners, or (ii) camera ready electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's expense, within a reasonable period of the filing date for definitive copies of such material. The Manager Adviser shall be permitted to review and approve the typeset electronic form of such proxy material, shareholder reports and communications prior to such printing. 3.6. The Company assumes sole responsibility for ensuring that the Fund's prospectus, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio(s) for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account, as well as shares owned by the Company, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law.

Sales Material, Prospectuses and Other Reports. 3.1 3.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects object to such use within five ten Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the 3.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 3.3. For purposes of this Article III, the phrase "“sales literature or other promotional material" shall mean ” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. 3.4 3.4. The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company's expense)document. The Manager Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus ’s Prospectus prior to such printing. 3.5 3.5. The Fund or the Manager Adviser shall provide the Company with either: (i) a copy of the Fund's ’s proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expenseowners, or (ii) camera ready ready, electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's ’ expense, within a reasonable period of the filing date for definitive copies of such material. The Manager Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printing. 3.6. The Company assumes sole responsibility for ensuring that the Fund’s prospectus, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio(s) for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account, as well as shares owned by the Company, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law.

Sales Material, Prospectuses and Other Reports. 3.1 3.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects object to such use within five ten Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the 3.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 3.3. For purposes of this Article III, the phrase "“sales literature or other promotional material" shall mean ” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public. 3.4 , including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company's expense)document. The Manager Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus ’s Prospectus prior to such printing. If the Company elects to include a copy of the Fund’s prospectus printed together with the prospectus for the Contracts as one document, the Fund shall promptly upon request provide by e-mail and/or disk, print-ready WORD, .pdf or other electronic files customarily used in the financial printing industry. 3.5 3.4. The Fund or the Manager Adviser shall provide the Company with either: (i) a copy of the Fund's ’s proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expenseowners, or (ii) camera ready ready, electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's ’ expense, within a reasonable period of the filing date for definitive copies of such material. The Manager Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printing. 3.5. The Company assumes sole responsibility for ensuring that the Fund’s prospectus, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 3.6. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio(s) for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account, as well as shares owned by the Company, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law.

Sales Material, Prospectuses and Other Reports. 3.1 3.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects object to such use within five ten Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the 3.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 3.3. For purposes of this Article III, the phrase "“sales literature or other promotional material" shall mean ” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. 3.4 3.4. The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the Fund’s prospectus for the Contracts and the prospectus for the Fund printed together in one document (such printing to be at the Company's expense)printed. The Manager Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus ’s Prospectus prior to such printing, but such review and approval must occur at least 10 days prior to the effective date of the Fund’s Prospectus. 3.5 3.5. The Fund or the Manager Adviser shall provide the Company with either: (i) a copy of the Fund's ’s proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expenseowners, or (ii) camera ready, electronic file (print ready PDF file) and/or printed copies, if appropriate, of such material for distribution to existing Contract owners at the Company's Fund’s expense, within a reasonable period of the filing date for definitive copies of such material. The Manager Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printing. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.6. The Company assumes sole responsibility for ensuring that the Fund’s prospectus, shareholder reports and communications are delivered to Contract owners in accordance with applicable federal and state securities laws. The Company will cooperate with the Fund and any proxy solicitation firm retained by the Fund at its own expense, to help ensure that any proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio(s) for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account, as well as shares owned by the Company, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law.

Sales Material, Prospectuses and Other Reports. 3.1 3.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects object to such use within five ten Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the 3.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 3.3. For purposes of this Article III, the phrase "sales literature or other promotional material" shall mean includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. 3.4 3.4. The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus for the Fund printed together in one document (such printing to be at the Company's expense)document. The Manager Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus Prospectus prior to such printing. 3.5 3.5. Upon Company's request, the Fund will provide written instructions to the Company when the Fund amends or supplements a Portfolio's current prospectus or statement of additional information directing the Company as to whether the amendment or supplement is to be provided (a) immediately to existing Contract owners who have Contract value allocated to a Portfolio or (b) is to be held and combined with another Fund or Contract related mailing as permitted by applicable federal securities laws. The Fund agrees that any instruction it gives the Company in each instance will be identical to any instruction it provides other Participating Insurance Companies. 3.6. The Fund or the Manager Adviser shall provide the Company with either: (i) a copy of the Fund's proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to existing Contract owners at the Company's expenseowners, or (ii) camera ready ready, electronic file and/or printed copies, if appropriate, of such material for distribution to existing Contract owners at the CompanyFund's or the Adviser's expense, within a reasonable period of the filing date for definitive copies of such material. The Manager Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printing. 3.7. The Company assumes sole responsibility for ensuring that the Fund's prospectus, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 3.8. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio(s) for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account, as well as shares owned by the Company, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law.

Sales Material, Prospectuses and Other Reports. 3.1 2.1. The Company Companies shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects object to such use within five ten Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the Company 2.2. The Companies shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales sale literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 2.3. For purposes of this Article IIIII, the phrase "sales literature or other promotional material" shall mean means advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard billboards, motion pictures, electronic media, or electronic other public media), and sales literature (such as including any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and letters, form letters, seminar texts, or excerpts of any other advertisement, sales literature or published article), educational material or other communications, distributed or made generally available to customers or the public. 3.4 2.4. The Fund shall provide a copy of one or more diskettes containing its current prospectus in WordPerfect and XXXXX format, within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company Companies once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus for the Fund printed together in one document (such printing to be at the Company's Companies' expense). The Manager Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus Prospectus prior to such printing. 3.5 2.5. The Fund or the Manager Adviser shall provide the Company Companies with either: (i) a copy of diskette or modem transmission (or other automated transmission) containing the Fund's proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's Companies' expense, or (ii) camera ready and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's Companies' expense, within a reasonable period of the filing date for definitive copies of such material. The Manager Adviser shall be permitted to review and approve the typeset form of such proxy material, material and shareholder reports and communications prior to such printingprinting provided such materials have been provided within a reasonable period.

Sales Material, Prospectuses and Other Reports. 3.1 3.1. The Company Companies shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within five Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the Company 3.2. The Companies shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 3.3. For purposes of this Article III, the phrase "“sales literature or other promotional material" shall mean ” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any Final 10/07 advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. 3.4 3.4. The Fund shall provide to the Companies a copy of its current prospectus within a reasonable period of its effective filing or printing date, (whichever is earlier) and provide other assistance as is reasonably necessary in order for the Company Companies once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company's expense). The Manager shall be permitted to review and approve the typeset form of the Fund's prospectus prior to such printingor more documents. 3.5 3.5. The Fund or the Manager Adviser shall provide the Company Companies, in a timely manner, with either: (i) a copy of the Fund's ’s proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expenseowners, or (ii) camera ready ready, electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's ’s expense. 3.6. Each Company assumes sole responsibility for ensuring that the Fund’s prospectus, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws, provided the Company has received such documents within a reasonable period of time in advance. The Fund will use best efforts to provide the filing date for definitive Companies with copies of such materialits annual and semi-annual reports to shareholders in sufficient time for the Companies to be able to comply with Rule 30e-2 under the 1940 Act. The Manager shall be permitted to review and approve Final 10/07 3.7. Each Company shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the typeset form same proportion as Fund shares of such proxy materialPortfolio(s) for which instructions have been received, shareholder reports so long as and communications prior to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. Each Company will vote Fund shares held in any segregated asset account, as well as shares owned by such printingCompany, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law.

Sales Material, Prospectuses and Other Reports. 3.1 3.1. The Company Companies shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within five Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the Company 3.2. The Companies shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 3.3. For purposes of this Article III, the phrase "“sales literature or other promotional material" shall mean ” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any Final 10/07 advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. 3.4 3.4. The Fund shall provide to the Companies a copy of its current prospectus within a reasonable period of its effective filing or printing date, (whichever is earlier) and provide other assistance as is reasonably necessary in order for the Company Companies once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company's expense). The Manager shall be permitted to review and approve the typeset form of the Fund's prospectus prior to such printingor more documents. 3.5 3.5. The Fund or the Manager Adviser shall provide the Company Companies, in a timely manner, with either: (i) a copy of the Fund's ’s proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expenseowners, or (ii) camera ready ready, electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's ’s expense. 3.6. Each Company assumes sole responsibility for ensuring that the Fund’s prospectus, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws, provided the Company has received such documents within a reasonable period of time in advance. The Fund will use best efforts to provide the filing date for definitive Companies with copies of its annual and semi-annual reports to shareholders in sufficient time for the Companies to be able to comply with Rule 30e-2 under the 1940 Act. 3.7. Each Company shall: Final 10/07 (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such materialPortfolio(s) for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Manager Each Company will vote Fund shares held in any segregated asset account, as well as shares owned by such Company, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be permitted to review responsible for assuring that each of their separate accounts participating in a Portfolio calculates voting privileges as required by the Mixed and approve Shared Funding Exemptive Order and consistent with any reasonable standards that the typeset form of such proxy material, shareholder reports Fund may adopt and communications prior to such printingprovide in writing.

Sales Material, Prospectuses and Other Reports. 3.1 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five (5) Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects object to such use within five (5) Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 For purposes of this Article III, the phrase "“sales literature or other promotional material" shall mean ” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. 3.4 The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company's expense)document. The Manager Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus ’s Prospectus prior to such printing. 3.5 The Fund or the Manager Adviser shall provide the Company with either: (i) a copy of the Fund's ’s proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expenseowners, or (ii) camera ready ready, electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's ’ expense, within a reasonable period of the filing date for definitive copies of such material. The Manager Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printing. 3.6 The Company assumes sole responsibility for ensuring that the Fund’s prospectus, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in change to the registration statement or statement of additional information for any Account. The Fund will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. 3.7 The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio(s) for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account, as well as shares owned by the Company, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Sales Material, Prospectuses and Other Reports. 3.1 3.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or the Manager Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects object to such use within five ten Business Days after receipt of such material. 3.2 Except with the express permission of the Fund, the 3.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 3.3 3.3. For purposes of this Article III, the phrase "“sales literature or other promotional material" shall mean ” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Fund or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature (such as brochuresi.e., circulars, market letters and form letters), any written communication distributed or made generally available to customers or the public, including brochures, circulars, market letters and form letters, seminar texts, reprints or excerpts from any advertisement, sales literature or published article), educational training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and any other communications distributed or made generally available with regard to the Fund. 3.4 3.4. The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its effective filing date, and provide other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Fund printed together in one document (such printing to be at the Company's expense)printed. The Manager Adviser shall be permitted to review and approve the typeset electronic or draft form of the Fund's prospectus ’s Prospectus prior to such printing. 3.5 3.5. The Fund or the Manager Adviser shall provide the Company with either: (i) a copy of the Fund's ’s proxy material, reports to shareholders, other information relating to the Fund necessary to prepare financial reports, and other communications to shareholders for printing and distribution to Contract owners at the Company's expenseowners, or (ii) camera ready electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company's ’s expense, within a reasonable period of the filing date for definitive copies of such material. The Manager Adviser shall be permitted to review and approve the typeset electronic form of such proxy material, shareholder reports and communications prior to such printing. 3.6. The Company assumes sole responsibility for ensuring that the Fund’s prospectus, shareholder reports and communications, and proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio(s) for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account, as well as shares owned by the Company, in the same proportion as Fund shares of such Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law.