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 Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object to such use within ten Business Days after receipt of such material. 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. 3.2 The Fund shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably object to such use within ten Business Days after receipt of such material. The Fund shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Company shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Company, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 3.3 For purposes of this Article III, the phrase "sales literature or other promotional material" includes, but is not limited to, portions of the following that use any logo or other trademark related to a party or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund or the Company: 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 {i.e., 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 a party. 3.4 The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its 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 printed together in one document. The Adviser 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 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, or (ii) camera ready, electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company' expense, within a reasonable period of the filing date for definitive copies of such material. The 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. 3.8 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 2.1 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 Adviser adviser is named, at least ten 10 Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object objects to such use within ten 10 Business Days after receipt of such materialmaterials. Business Day shall mean any day in which the New York Stock Exchange is open for trading and in which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 2.2 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. 3.2 The Fund shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably object to such use within ten Business Days after receipt of such material. The Fund shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Company shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Company, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 3.3 2.3 For purposes of this the is Article IIIII, the phrase "sales literature or other promotional material" includes, but is not limited to, portions of the following that use any logo or other trademark related to a party or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund or the Company: means advertisements (such as material published, published or designed designated for use in, in a newspaper, magazine, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboard or electronic media), and sales literature {i.e.(such as brochures, any written communication circulars, market letters and form letters), 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 a party. 3.4 2.4 The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its filing date, and provide other assistance as is reasonably necessary in order for the Company once each a year (or more frequently if the prospectus for the Fund fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one documentdocument(such printing to be at the Company's expense). The Adviser Distributor and the Fund 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 Adviser Distributor shall provide the Company with either: (ieither I) a copy of the Fund's proxy material, reports report 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, Owners at the Company's expense; or (ii) ), camera ready, electronic file and/or ready and/ or printed copies, if appropriate, of such material material, and printed copies of the Fund's proxy material, for distribution to Contract owners Owners at the Company' 's expense, within a reasonable period of the filing date for definitive copies of such material. The Adviser Distributor and the Fund shall be permitted to review and approve the typeset form of such proxy materialsuch, 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 printing provided such 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 lawprovided within a reasonable period. 3.8 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 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 Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object to such use within ten Business Days after receipt of such material. 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. 3.2 The Fund shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably object to such use within ten Business Days after receipt of such material. The Fund shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with the sale of the Contracts other than the information or representations contained in the registration statement EXECUTION COPY or prospectus for the Company shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Company, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 3.3 For purposes of this Article III, the phrase "sales literature or other promotional material" includes, but is not limited to, portions of the following that use any logo or other trademark related to a party or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund or the Company: 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 {i.e., 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 a a party. 3.4 The Fund shall provide to the Company a copy of its current prospectus within a reasonable period of its 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 printed together in one document. The Adviser 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 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, or (ii) camera ready, electronic file and/or printed copies, if appropriate, of such material for distribution to Contract owners at the Company' expense, within a reasonable period of the filing date for definitive copies of such material. The 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. 3.8 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 2.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee a copy of each Contract prospectus or statement of additional information in which the Fund or the Adviser is named prior to the filing of such document with the Securities and Exchange Commission. 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 Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object to such use within ten Business Days after receipt of such material. 2.2. The Fund and/or the Adviser shall furnish, or shall cause to be furnished, to the Company shall not give any or its designee a copy of each Fund prospectus or statement of additional information or make any representations or statements on behalf in which the Company is named prior to the filing of the Fund or concerning the Fund in connection such document 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 Securities 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. 3.2 Exchange Commission. The Fund shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably object to such use within ten Business Days after receipt of such material. 2.3. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for the Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature, published reports in the public domain or other promotional materials approved by the Fund or its designee, except as required by legal process or regulatory authorities or with the permission of the Fund. Nothing in this Section 2.3 will be construed as preventing the Company or its agents from giving advice on investments in the Fund. 2.4. The Fund and/or the Adviser shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with Company, the sale of Accounts or the Contracts other than the information or representations contained in the registration statement, prospectus or statement or prospectus of additional information for the Company sharesContracts, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Company, or in materials approved by the Company for distribution including sales literature or other promotional material approved by the Company or its designeematerials, except as required by legal process or regulatory authorities or with the permission of the Company. 3.3 2.5. For purposes of this Article IIIII, the phrase "sales literature or other promotional material" includes, but is not limited towithout limitation, portions of the following that use any logo or other trademark related to a party or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund or the Company: 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 {i.e.(such as brochures, any written communication circulars, market letters and form letters), 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 a party. 3.4 2.6. The Fund shall provide and the Adviser hereby consent to the Company a copy of its current prospectus within a reasonable period of its 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 FundCompany's prospectus printed together in one document. The Adviser shall be permitted to review and approve the typeset form use of the Fund's Prospectus prior to such printing. 3.5 The Fund or names "Oppenheimer Variable Account Xxxxx" xxx "OppenheimerFunds" in connection with the Adviser shall provide the Company with either: (i) a copy marketing of the Fund's proxy materialContracts, reports to shareholders, other information relating subject to the Fund necessary to prepare financial reports, terms of Sections 2.1 and other communications to shareholders for printing and distribution to Contract owners, or (ii) camera ready, electronic file and/or printed copies, if appropriate, 2.3 of such material for distribution to Contract owners at this Agreement. Such consent will terminate with the Company' expense, within a reasonable period termination of the filing date for definitive copies of such material. The Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printingthis Agreement. 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. 3.8 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 2.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee a copy of each Contract prospectus or statement of additional information in which the Fund or the Adviser is named prior to the filing of such document with the Securities and Exchange Commission. 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 Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object to such use within ten Business Days after receipt of such material. 2.2. The Fund and/or the Adviser shall furnish, or shall cause to be furnished, to the Company shall not give any or its designee a copy of each Fund prospectus or statement of additional information or make any representations or statements on behalf in which the Company is named prior to the filing of the Fund or concerning the Fund in connection such document 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 Securities 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. 3.2 Exchange Commission. The Fund shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably object to such use within ten five Business Days after receipt of such material. 2.3. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for the Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature, published reports in the public domain or other promotional materials approved by the Fund or its designee, except as required by legal process or regulatory authorities or with the permission of the Fund. Nothing in this Section 2.3 will be construed as preventing the Company or its agents from giving advice on investments in the Fund. 2.4. The Fund and/or the Adviser shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with Company, the sale of Accounts or the Contracts other than the information or representations contained in the registration statement, prospectus or statement or prospectus of additional information for the Company sharesContracts, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Company, or in materials approved by the Company for distribution including sales literature or other promotional material approved by the Company or its designeematerials, except as required by legal process or regulatory authorities or with the permission of the Company. 3.3 2.5. For purposes of this Article IIIII, the phrase "sales literature or other promotional material" includes, but is not limited towithout limitation, portions of the following that use any logo or other trademark related to a party or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund or the Company: 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 {i.e.(such as brochures, any written communication circulars, market letters and form letters), 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 a party. 3.4 2.6. The Fund shall provide and the Adviser hereby consent to the Company a copy of its current prospectus within a reasonable period of its 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 FundCompany's prospectus printed together in one document. The Adviser shall be permitted to review and approve the typeset form use of the Fund's Prospectus prior to such printing. 3.5 The Fund or names "Xxxxxxxxxxx Variable Account Funds" and OppenheimerFunds" in connection with the Adviser shall provide the Company with either: (i) a copy marketing of the Fund's proxy materialContracts, reports to shareholders, other information relating subject to the Fund necessary to prepare financial reports, terms of Sections 2.1 and other communications to shareholders for printing and distribution to Contract owners, or (ii) camera ready, electronic file and/or printed copies, if appropriate, 2.3 of such material for distribution to Contract owners at this Agreement. Such consent will terminate with the Company' expense, within a reasonable period termination of the filing date for definitive copies of such material. The Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printingthis Agreement. 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. 3.8 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 2.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee a copy of each Contract prospectus or statement of additional information in which the Fund or the Adviser is named prior to the filing of such document with the Securities and Exchange Commission. 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 Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object to such use within ten Business Days after receipt of such material. 2.2. The Fund and/or the Adviser shall furnish, or shall cause to be furnished, to the Company shall not give any or its designee a copy of each Fund prospectus or statement of additional information or make any representations or statements on behalf in which the Company is named prior to the filing of the Fund or concerning the Fund in connection such document 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 Securities 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. 3.2 Exchange Commission. The Fund shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably object to such use within ten Business Days after receipt of such material. 2.3. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for the Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature, published reports in the public domain or other promotional materials approved by the Fund or its designee, except as required by legal process or regulatory authorities or with the permission of the Fund. Nothing in this Section 2.3 will be construed as preventing the Company or its agents from giving advice on investments in the Fund. 2.4. The Fund and/or the Adviser shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with Company, the sale of Accounts or the Contracts other than the information or representations contained in the registration statement, prospectus or statement or prospectus of additional information for the Company sharesContracts, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Company, or in materials approved by the Company for distribution including sales literature or other promotional material approved by the Company or its designeematerials, except as required by legal process or regulatory authorities or with the permission of the Company. 3.3 2.5. For purposes of this Article IIIII, the phrase "sales literature or other promotional material" includes, but is not limited towithout limitation, portions of the following that use any logo or other trademark related to a party or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund or the Company: 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 {i.e.(such as brochures, any written communication circulars, market letters and form letters), 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 a party. 3.4 2.6. The Fund shall provide and the Adviser hereby consent to the Company a copy of its current prospectus within a reasonable period of its 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 FundCompany's prospectus printed together in one document. The Adviser shall be permitted to review and approve the typeset form use of the Fund's Prospectus prior to such printing. 3.5 The Fund or names "Xxxxxxxxxxx Variable Account Funds" and OppenheimerFunds" in connection with the Adviser shall provide the Company with either: (i) a copy marketing of the Fund's proxy materialContracts, reports to shareholders, other information relating subject to the Fund necessary to prepare financial reports, terms of Sections 2.1 and other communications to shareholders for printing and distribution to Contract owners, or (ii) camera ready, electronic file and/or printed copies, if appropriate, 2.3 of such material for distribution to Contract owners at this Agreement. Such consent will terminate with the Company' expense, within a reasonable period termination of the filing date for definitive copies of such material. The Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printingthis Agreement. 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. 3.8 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 2.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee a copy of each Contract prospectus or statement of additional information in which the Fund or the Adviser is named prior to the filing of such document with the Securities and Exchange Commission. 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 Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably object to such use within ten Business Days after receipt of such material. 2.2. The Fund and/or the Adviser shall furnish, or shall cause to be furnished, to the Company shall not give any or its designee a copy of each Fund prospectus or statement of additional information or make any representations or statements on behalf in which the Company is named prior to the filing of the Fund or concerning the Fund in connection such document 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 Securities 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. 3.2 Exchange Commission. The Fund shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably object to such use within ten Business Days after receipt of such material. 2.3. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for the Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature, published reports in the public domain or other promotional materials approved by the Fund or its designee, except as required by legal process or regulatory authorities or with the permission of the Fund. Nothing in this Section 2.3 will be construed as preventing the Company or its agents from giving advice on investments in the Fund. 2.4. The Fund and/or the Adviser shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with Company, the sale of Accounts or the Contracts other than the information or representations contained in the registration statement, prospectus or statement or prospectus of additional information for the Company sharesContracts, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Company, or in materials approved by the Company for distribution including sales literature or other promotional material approved by the Company or its designeematerials, except as required by legal process or regulatory authorities or with the permission of the Company. 3.3 2.5. For purposes of this Article IIIII, the phrase "sales literature or other promotional material" includes, but is not limited towithout limitation, portions of the following that use any logo or other trademark related to a party or its affiliates, and any of the following that refer to the Fund or an affiliate of the Fund or the Company: 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 {i.e.(such as brochures, any written communication circulars, market letters and form letters), 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 a party. 3.4 2.6. The Fund shall provide and the Adviser hereby consent to the Company a copy of its current prospectus within a reasonable period of its 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 FundCompany's prospectus printed together in one document. The Adviser shall be permitted to review and approve the typeset form use of the Fund's Prospectus prior to such printing. 3.5 The Fund or the Adviser shall provide the Company with either: (i) a copy names "Oppenheimer Variable Account Funds" and OppenheimerFunds" in connectiox xxxx xxx marketing of the Fund's proxy materialContracts, reports to shareholders, other information relating subject to the Fund necessary to prepare financial reports, terms of Sections 2.1 and other communications to shareholders for printing and distribution to Contract owners, or (ii) camera ready, electronic file and/or printed copies, if appropriate, 2.3 of such material for distribution to Contract owners at this Agreement. Such consent will terminate with the Company' expense, within a reasonable period termination of the filing date for definitive copies of such material. The Adviser shall be permitted to review and approve the typeset form of such proxy material, shareholder reports and communications prior to such printingthis Agreement. 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. 3.8 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.