Common use of The Portfolio Clause in Contracts

The Portfolio. 3.1 The Fund and Xxxxxxx shall make available shares of the Portfolio as an underlying investment medium for the Contracts. 3.2 The Fund shall bear the costs of, and shall have, or shall cause the Fund and the Portfolio to assume, the primary responsibility for: 3.2.1 Registering the Fund with the SEC, including a separate prospectus for the Portfolio that does not reference the other portfolios of the Fund. The costs of printing and distributing such prospectus to Contract Owners shall be borne by Mutual as provided in Section 2.6.5 above; <PAGE> 3.2.2 Preparing, producing and maintaining the effectiveness of such registration statements for the Fund as are required under federal and state securities law, and clearing such registration statements through the SEC and pursuant to the securities laws and regulations in each state in which the contracts are offered; 3.2.3 Maintaining and complying with the terms of an order for exemptive relief pursuant to which the SEC granted appropriate exemptive relief from the relevant provisions of the 1940 Act to permit Mutual and other insurance companies to utilize the Fund as an underlying investment medium for their variable annuity and variable life insurance contracts; 3.2.4 Operating and maintaining the Fund in accordance with applicable law, including the diversification standards of the Internal Revenue Code of 1986 applicable to variable annuity contracts; 3.2.5 Preparing and filing any reports or other filings as may be required with respect to the Fund under federal or state securities laws; 3.2.6 Using its best efforts to provide Mutual with the daily net asset values of the Portfolio by 5:00 p.m. Eastern Time on each day the New York Stock Exchange is open (or within one hour after closing on each day the New York Stock Exchange closes early); 3.2.7 Providing Mutual with camera-ready copy necessary for the printing of the periodic shareholder reports and the prospectus for the Portfolio; 3.2.8 Providing Mutual with monthly performance data by the 6th business day after the close of a month and with such information and data related to the portfolio characteristics, holdings, and performance of the Portfolio, as may reasonably be requested from time to time; 3.2.9 Informing Mutual in writing whenever the Portfolio declares an income dividend or a capital gain distribution, specifying the amount per unit, the declaration date, the ex-dividend date, and the payment date. 3.2.10 Providing Mutual with drafts of financial statements (semi-annual and annual) no later than 4 weeks after the close of June 30 and December 31, respectively; and 3.2.11 Providing Mutual with any and all amendments to the Fund’s registration statement and financial statements as they are filed with the SEC, and where such registration statement references Mutual, providing Mutual an opportunity to comment on same prior to the effective date and providing such material on a timely basis for inclusion in any federal or state securities law filing of Mutual’s Separate Accounts. <PAGE> 3.3 The Fund or Xxxxxxx shall maintain records in accordance with the 1940 Act and other statutes, rules and regulations applicable to the Fund’s operation in connection with the performance of its duties. Mutual shall have the right to access such records, upon reasonable notice and during business hours, in order to respond to regulatory requirements, inquiries, complaints or judicial proceedings. Fund and Xxxxxxx records of all transactions with respect to the Contracts shall be retained for a period of not less than six (6) years from each transaction. 3.4 The parties or their duly authorized independent auditors have the right under this Agreement to perform on-site audits of records pertaining to the Contracts and the Fund, at such frequencies as each shall determine, upon reasonable notice and during normal business hours. At the request of the other, each will make available to the other’s auditors, and/or representatives of the appropriate regulatory agencies, all requested records, data, and access to operating procedures.

The Portfolio. 3.1 The Fund and Xxxxxxx Calvert shall make available shares of the Portfolio as an underlying unxxxxxxxg investment medium for the Contracts. 3.2 The Fund shall bear the costs of, and shall have, or shall cause the Fund and the Portfolio to assume, the primary responsibility for: 3.2.1 Registering the Fund with the SEC, including a separate prospectus for the Portfolio that does not reference the other portfolios of the Fund. The costs of printing and distributing such prospectus to Contract Owners shall be borne by Mutual as provided in Section 2.6.5 above; <PAGE>; 3.2.2 Preparing, producing and maintaining the effectiveness of such registration statements for the Fund as are required under federal and state securities law, and clearing such registration statements through the SEC and pursuant to the securities laws and regulations in each state in which the contracts are offered; 3.2.3 Maintaining and complying with the terms of an order for exemptive relief pursuant to which the SEC granted appropriate exemptive relief from the relevant provisions of the 1940 Act to permit Mutual and other insurance companies to utilize the Fund as an underlying investment medium for their variable annuity and variable life insurance contracts; 3.2.4 Operating and maintaining the Fund in accordance with applicable law, including the diversification standards of the Internal Revenue Code of 1986 applicable to variable annuity contracts; 3.2.5 Preparing and filing any reports or other filings as may be required with respect to the Fund under federal or state securities laws; 3.2.6 Using its best efforts to provide Mutual with the daily net asset values of the Portfolio by 5:00 p.m. Eastern Time on each day the New York Stock Exchange is open (or within one hour after closing on each day the New York Stock Exchange closes early); 3.2.7 Providing Mutual with camera-ready copy necessary for the printing of the periodic shareholder reports and the prospectus for the Portfolio; 3.2.8 Providing Mutual with monthly performance data by the 6th business day after the close of a month and with such information and data related to the portfolio characteristics, holdings, and performance of the Portfolio, as may reasonably be requested from time to time; 3.2.9 Informing Mutual in writing whenever the Portfolio declares an income dividend or a capital gain distribution, specifying the amount per unit, the declaration date, the ex-dividend date, and the payment date. 3.2.10 Providing Mutual with drafts of financial statements (semi-annual and annual) no later than 4 weeks after the close of June 30 and December 31, respectively; and 3.2.11 Providing Mutual with any and all amendments to the Fund’s 's registration statement and financial statements as they are filed with the SEC, and where such registration statement references Mutual, providing Mutual an opportunity to comment on same prior to the effective date and providing such material on a timely basis for inclusion in any federal or state securities law filing of Mutual’s 's Separate Accounts. <PAGE>. 3.3 The Fund or Xxxxxxx Calvert shall maintain records in accordance with the 1940 Act and other xxx xxxer statutes, rules and regulations applicable to the Fund’s 's operation in connection with the performance of its duties. Mutual shall have the right to access such records, upon reasonable notice and during business hours, in order to respond to regulatory requirements, inquiries, complaints or judicial proceedings. Fund and Xxxxxxx Calvert records of all transactions with respect to the Contracts shall Contxxxxx xhall be retained for a period of not less than six (6) years from each transaction. 3.4 The parties or their duly authorized independent auditors have the right under this Agreement to perform on-site audits of records pertaining to the Contracts and the Fund, at such frequencies as each shall determine, upon reasonable notice and during normal business hours. At the request of the other, each will make available to the other’s 's auditors, and/or representatives of the appropriate regulatory agencies, all requested records, data, and access to operating procedures.

The Portfolio. 3.1 The Fund and Xxxxxxx shall make available shares of the Portfolio as an underlying investment medium for the Contracts. 3.2 The Fund shall bear the costs of, and shall have, or shall cause the Fund and the Portfolio to assume, the primary responsibility for: 3.2.1 Registering the Fund with the SEC, including a separate prospectus for the Portfolio that does not reference the other portfolios of the Fund. The costs of printing and distributing such prospectus to Contract Owners shall be borne by Mutual as provided in Section 2.6.5 above; <PAGE>; 3.2.2 Preparing, producing and maintaining the effectiveness of such registration statements for the Fund as are required under federal and state securities law, and clearing such registration statements through the SEC and pursuant to the securities laws and regulations in each state in which the contracts are offered; 3.2.3 Maintaining and complying with the terms of an order for exemptive relief pursuant to which the SEC granted appropriate exemptive relief from the relevant provisions of the 1940 Act to permit Mutual and other insurance companies to utilize the Fund as an underlying investment medium for their variable annuity and variable life insurance contracts; 3.2.4 Operating and maintaining the Fund in accordance with applicable law, including the diversification standards of the Internal Revenue Code of 1986 applicable to variable annuity contracts; 3.2.5 Preparing and filing any reports or other filings as may be required with respect to the Fund under federal or state securities laws; 3.2.6 Using its best efforts to provide Mutual with the daily net asset values of the Portfolio by 5:00 p.m. Eastern Time on each day the New York Stock Exchange is open (or within one hour after closing on each day the New York Stock Exchange closes early); 3.2.7 Providing Mutual with camera-ready copy necessary for the printing of the periodic shareholder reports and the prospectus for the Portfolio; 3.2.8 Providing Mutual with monthly performance data by the 6th business day after the close of a month and with such information and data related to the portfolio characteristics, holdings, and performance of the Portfolio, as may reasonably be requested from time to time; 3.2.9 Informing Mutual in writing whenever the Portfolio declares an income dividend or a capital gain distribution, specifying the amount per unit, the declaration date, the ex-dividend date, and the payment date. 3.2.10 Providing Mutual with drafts of financial statements (semi-annual and annual) no later than 4 weeks after the close of June 30 and December 31, respectively; and 3.2.11 Providing Mutual with any and all amendments to the Fund’s 's registration statement and financial statements as they are filed with the SEC, and where such registration statement references Mutual, providing Mutual an opportunity to comment on same prior to the effective date and providing such material on a timely basis for inclusion in any federal or state securities law filing of Mutual’s 's Separate Accounts. <PAGE>. 3.3 The Fund or Xxxxxxx shall maintain records in accordance with the 1940 Act and other statutes, rules and regulations applicable to the Fund’s 's operation in connection with the performance of its duties. Mutual shall have the right to access such records, upon reasonable notice and during business hours, in order to respond to regulatory requirements, inquiries, complaints or judicial proceedings. Fund and Xxxxxxx records of all transactions with respect to the Contracts shall be retained for a period of not less than six (6) years from each transaction. 3.4 The parties or their duly authorized independent auditors have the right under this Agreement to perform on-site audits of records pertaining to the Contracts and the Fund, at such frequencies as each shall determine, upon reasonable notice and during normal business hours. At the request of the other, each will make available to the other’s 's auditors, and/or representatives of the appropriate regulatory agencies, all requested records, data, and access to operating procedures.