Common use of PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER INFORMATION Clause in Contracts

PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER INFORMATION. 3.1. The Distributor shall provide the Company with as many copies of the current Fund Prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide the Fund Prospectus (including a final copy of the new prospectus as set in type at the Distributor's expense) and other assistance as is reasonably necessary in order for the Company to have a new Contracts Prospectus printed together with the Fund Prospectus in one document (the cost of such printing to be shared equally by the Company and the Distributor). 3.2. The Fund Prospectus shall state that the Statement of Additional Information for the Fund is available from the Distributor (or, in the Fund's discretion, the prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund) shall provide such Statement free of charge to any outstanding or prospective Contract Owner who requests such Statement. 3.3. The Fund shall provide the Company with copies of its proxy material, shareholder reports and other communications to the Company in such quantities as the Company may reasonably request. 3.4. The Company shall not, without the prior written consent of the Distributor (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners to (a) change the Fund's investment adviser or contract with any sub-investment adviser, or (b) change, modify, substitute, add or delete the Fund or other investment media. 3.5. The Company shall furnish each piece of sales literature or other promotional material prepared by the Company, in which the Fund or the Investment Manager or the Distributor is named, to the Fund or the Distributor prior to its use. No such material shall be used, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for approval on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.6. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the Fund Registration Statement or Fund Prospectus, 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 by the Distributor, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for permission on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.7. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts or the Contracts other than the information or representations contained in the Contracts Registration Statement or Contracts Prospectus, as such Registration Statement and Prospectus may be amended or supplemented from time to time, or in published reports of the Account which are in the public domain or approved in writing by the Company for distribution to Contract Owners, or in sales literature or other promotional material approved in writing by the Company, except with the prior written permission of the Company. The Company agrees to respond to any request for permission on a prompt and timely basis. Failure to respond on any given item shall not relieve the Fund or the Distributor of the obligation to obtain the prior written permission of the Company on subsequent items. 3.8. The Fund will provide to the Company at least one complete copy of all Fund Registration Statements, Fund Prospectuses, Statements of Additional Information, annual and semi-annual reports and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or Fund shares, promptly after the filing of such document with the SEC or other regulatory authorities. 3.9. The Company will provide to the Fund at least one complete copy of all Contracts Registration Statements, Contracts Prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Contracts or those Sub-Accounts of the Account to which Contract purchase payments and value are allocable, promptly after the filing of such document with the SEC or other regulatory authorities. 3.10. Each party will provide to the other party copies of draft versions of any registration statements, prospectuses, statements of additional information, reports, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, to the extent that the other party reasonably needs such information for purposes of preparing a report or other filing to be filed with or submitted to a regulatory agency. If a party requests any such information before it has been filed, the other party will provide the requested information if then available and in the version then available at the time of such request. 3.11. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, 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 billboards, motion pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, Statements of Additional Information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act.

PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER INFORMATION. 3.1. The Distributor shall provide the Company with as many copies of the current Fund Prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund at its expense shall provide to the Fund Prospectus (including Company a final camera-ready copy of the new prospectus as set in type at the Distributor's expense) current Fund Prospectus suitable for printing and other assistance as is reasonably necessary in order for the Company to have a new Contracts Prospectus printed together with the Fund Prospectus in one document (document. See Article V for a detailed explanation of the responsibility for the cost of such printing to be shared equally by the Company and the Distributor)distributing Fund prospectuses. 3.2. The Fund Prospectus shall state that the Statement of Additional Information for the Fund is available from the Distributor (or, in the Fund's discretion, the prospectus Fund Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund) shall provide such Statement free of charge to the Company and to any outstanding or prospective Contract Owner owner who requests such Statement. 3.3. (a) The Fund at its expense shall provide to the Company with copies a camera-ready copy of its proxy material, the Fund's shareholder reports and other communications to shareholders (except proxy material), in each case in a form suitable for printing. The Fund shall be responsible for the costs of printing and distributing these materials to Contract owners. (b) The Fund at its expense shall be responsible for preparing, printing and distributing its proxy material. The Company in such quantities as will provide the Company may reasonably requestappropriate Contractowner names and addresses to the Fund for this purpose. 3.4. The Company shall not, without the prior written consent of the Distributor (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners to (a) change the Fund's investment adviser or contract with any sub-investment adviser, or (b) change, modify, substitute, add or delete the Fund or other investment media. 3.5. The Company shall furnish each piece of sales literature or other promotional material prepared by the Company, in which the Fund or the Investment Manager or the Distributor is named, named to the Fund or the Distributor prior to its use. No such material shall be used, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for approval on a prompt and timely basis. Failure of the Fund to respond within 10 days of the request by the Company shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.63.5. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the Fund Registration Statement or Fund Prospectus, 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 by the Distributor, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree agrees to respond to any request for permission on a prompt and timely basis. Failure to respond shall not relieve If neither the Fund nor the Distributor responds within 10 days of a request by the Company, then the Company shall be relieved of the obligation to obtain the prior written permission of the Fund or the DistributorFund. 3.73.6. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts Account or the Contracts other than the information or representations contained in the Contracts Registration Statement or Contracts Prospectus, as such Registration Statement and Prospectus may be amended or supplemented from time to time, or in published reports of the Account which are in the public domain or approved in writing by the Company for distribution to Contract Ownersowners, or in sales literature or other promotional material approved in writing by the Company, except with the prior written permission of the Company. The Company agrees to respond to any request for permission on a prompt and timely basis. Failure If the Company fails to respond on any given item shall not relieve within 10 days of a request by the Fund or the Distributor, then the Fund and the Distributor are relieved of the obligation to obtain the prior written permission of the Company on subsequent itemsCompany. 3.83.7. The Fund will provide to the Company at least one complete copy of all Fund Registration Statements, Fund Prospectuses, Statements of Additional Information, annual and semi-annual reports and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or Fund shares, promptly after the filing of such document with the SEC or other regulatory authorities. 3.93.8. The Company will provide to the Fund at least one complete copy of all Contracts Registration Statements, Contracts Prospectuses, Statements of Additional Information, reports, solicitations for voting instructionsAnnual and Semi-annual Reports, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Contracts or those Sub-Accounts of the Account to which Contract purchase payments and value are allocableContracts, promptly after the filing of such document with the SEC or other regulatory authorities. 3.103.9. Each party will provide to the other party copies of draft versions of any registration statements, prospectuses, statements of additional information, reports, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, to the extent that the other party reasonably needs such information for purposes of preparing a report or other filing to be filed with or submitted to a regulatory agency. If a party requests any such information before it has been filed, the other party will provide the requested information if then available and in the version then available at the time of such request. 3.113.10. For purposes of this Article IVIII, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, computer net site, signs or billboards, motion pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, in print or electronically, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, Statements of Additional Information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act.

PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER INFORMATION. 3.1. The Distributor shall provide the Company (at its expense) with as many copies of the current Fund Prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide the Fund Prospectus (including a final copy of the new prospectus as set in type at the Distributor's expense) and other assistance as is reasonably necessary in order for the Company to have a new Contracts Prospectus printed together with the Fund Prospectus in one document (the cost of such printing to be shared equally by the Company and the Distributor). 3.2. The Fund Prospectus shall state that the Statement of Additional Information for the Fund is available from the Distributor (or, in the Fund's discretion, the prospectus Fund Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund) shall provide such Statement free of charge to the Company and to any outstanding or prospective Contract Owner owner who requests such Statement. 3.3. The Fund (at its cost) shall provide the Company with copies of its proxy material, shareholder reports and other communications to the Company in such quantities as the Company may reasonably requestCompany. 3.4. The Company shall not, without the prior written consent of the Distributor (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners owners to (a) change the Fund's investment adviser or contract with any sub-investment adviser, or (b) change, modify, substitute, add or delete the Fund or other investment media. 3.5. The Company shall furnish each piece of sales literature or other promotional material prepared by the Company, in which the Fund or the Investment Manager or the Distributor is named, named to the Fund or the Distributor prior to its use. No such material shall be used, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for approval on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.6. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the Fund Registration Statement or Fund Prospectus, 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 by the Distributor, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for permission on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.7. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts Account or the Contracts other than the information or representations contained in the Contracts Registration Statement or Contracts Prospectus, as such Registration Statement and Prospectus may be amended or supplemented from time to time, or in published reports of the Account which are in the public domain or approved in writing by the Company for distribution to Contract Ownersowners, or in sales literature or other promotional material approved in writing by the Company, except with the prior written permission of the Company. The Company agrees to respond to any request for permission on a prompt and timely basis. Failure to respond on any given item shall not relieve the Fund or the Distributor of the obligation to obtain the prior written permission of the Company on subsequent itemsCompany. 3.8. The Fund will provide to the Company at least one complete copy of all Fund Registration Statements, Fund Prospectuses, Statements of Additional Information, annual and semi-annual reports and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or Fund shares, promptly after the filing of such document with the SEC or other regulatory authorities. 3.9. The Company will provide to the Fund at least one complete copy of all Contracts Registration Statements, Contracts Prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Contracts or those Sub-Accounts of the Account to which Contract purchase payments and value are allocable, promptly after the filing of such document with the SEC or other regulatory authorities. 3.10. Each party will provide to the other party copies of draft versions of any registration statements, prospectuses, statements of additional information, reports, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, to the extent that the other party reasonably needs such information for purposes of preparing a report or other filing to be filed with or submitted to a regulatory agency. If a party requests any such information before it has been filed, the other party will provide the requested information if then available and in the version then available at the time of such request. 3.11. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape displaydis- play, signs or billboards, motion pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, Statements of Additional Information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act.

PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER INFORMATION. 3.1. The Distributor shall provide the Company with as many copies of the current Fund Prospectus of any Series named in Schedule 1 as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust at its expense shall provide to the Fund Prospectus (including Company a final copy camera-ready copy, and electronic version, of the new prospectus as set in type at the Distributor's expense) current Trust Prospectus suitable for printing and other assistance as is reasonably necessary in order for the Company to have a new Contracts Contract Prospectus printed together with the Fund Trust Prospectus in one document (document. See Article V for a detailed explanation of the responsibility for the cost of such printing to be shared equally by the Company and the Distributor)distributing Trust prospectuses. 3.2. The Fund Trust Prospectus shall state that the Statement of Additional Information SAI for the Fund Trust is available from the Distributor (or, in the Fund's discretion, the prospectus shall state that such Statement is available from the Fund)available, and the Distributor (or the Fund) shall provide such Statement SAI free of charge to the Company and to any outstanding or prospective Contract Owner who requests such StatementSAI. 3.3. (a) The Fund Trust at its expense shall provide to the Company with copies a camera-ready copy of its proxy material, the Trust's shareholder reports with respect to the Series named in Schedule 1 and other communications to shareholders (except proxy material), in each case in a form suitable for printing, as determined by the Company. The Trust shall be responsible for the costs of printing and distributing these materials to Contract Owners, subject to the limitation in Article V. (b) The Trust at its expense shall be responsible for preparing, printing and distributing its proxy material to Contract Owners to obtain voting instructions. The Company in such quantities as at its expense will provide the Company may reasonably requestappropriate Contract Owner names and addresses to a third party proxy vendor for this purpose. 3.4. The Company shall notfurnish, without the prior written consent of or shall cause to be furnished, to the Distributor (unless otherwise required by applicable law)and the Investment Manager prior to use, solicit, induce or encourage Contract Owners to (a) change the Fund's investment adviser or contract with any sub-investment adviser, or (b) change, modify, substitute, add or delete the Fund or other investment media. 3.5. The Company shall furnish each piece of sales literature or other promotional material advertising prepared by the Company, Company in which the Fund or Trust, the Series, the Investment Manager or the Distributor is named, to referenced. No sales literature or advertising will be used if the Fund Trust or the Distributor prior Investment Manager reasonably objects to its use. No such material shall be used, except with use within seven (7) Business Days following receipt by the Distributor and without the prior written permission approval of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for approval on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.63.5. The Company shall will not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust in connection with the advertising or sale of the Contracts, other than the information or representations contained in in: (a) the Fund Trust Registration Statement, Contract Registration Statement or Fund ProspectusFunds' prospectus(es), as such Registration Statement and Prospectus may be amended or supplemented from time to time, or in (b) reports or to shareholders, (c) proxy statements for the FundSeries or, or in (d) sales literature or other promotional material approved by the Fund or by the DistributorInvestment Manager, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for permission on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.6. The Trust shall furnish, or shall cause to be furnished, to Company prior to use, each piece of sales literature or advertising prepared by or for the Trust in which Company, the Contracts or Separate Accounts, are described. No sales literature or advertising will be used if Company reasonably objects to its use within seven (7) Business Days following receipt by Company and without prior written approval of the Company. 3.7. The Fund Trust and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts each Account or the Contracts other than the information or representations contained in the Contracts Registration Statement or Contracts Prospectus, as such Registration Statement and Prospectus may be amended or supplemented from time to time, or in published reports of the each Account which are in the public domain or approved in writing by the Company for distribution to Contract Owners, or in sales literature or other promotional material approved in writing by the Company, except with the prior written permission approval of the Company. The Company agrees will use its commercially reasonable best efforts to respond to any request for permission on approval within seven (7) calendar days of a prompt and timely basis. Failure to respond on any given item shall not relieve request by the Fund Trust or the Distributor of the obligation to obtain the prior written permission of the Company on subsequent itemsDistributor. 3.8. The Fund Trust will provide to the Company at least one complete copy of all Fund Trust Registration Statements, Fund Trust Prospectuses, Statements of Additional InformationSAIs, annual and semi-annual reports and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any Series of the Fund or Fund sharesTrust named in Schedule 1, promptly within 20 days after the filing of such document with the SEC or other regulatory authorities. 3.9. The Company will provide to the Fund Trust at least one complete copy of all Contracts Registration Statements, Contracts Contract Prospectuses, Statements of Additional InformationSAIs, annual and semi-annual reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all amendments or supplements to any of the above, that relate to the Contracts or those Sub-Accounts of and their investment in the Account to which Contract purchase payments and value are allocableTrust, promptly within 20 days after the filing of such document with the SEC or other regulatory authorities. 3.10. Each party will provide to the other party copies of draft versions of any registration statements, prospectuses, statements of additional information, reports, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, to the extent that the other party reasonably needs such information for purposes of preparing a report or other filing to be filed with or submitted to a regulatory agency. If a party requests any such information before it has been filed, the other party will provide the requested information if then available and in the version then available at the time of such request. 3.11. For purposes of this Article IVIII, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, computer net site, signs or billboards, motion pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, in print or electronically, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, Statements of Additional InformationSAIs, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act.

PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER INFORMATION. 3.1. The Distributor shall provide the Company (at its expense) with as many copies of the current Fund Prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide the Fund Prospectus (including a final copy of the new prospectus as set in type at the Distributor's expense) and other assistance as is reasonably necessary in order for the Company to have a new Contracts Prospectus printed together with the Fund Prospectus in one document (the cost of such printing to be shared equally by the Company and the Distributor). 3.2. The Fund Prospectus shall state that the Statement of Additional Information for the Fund is available from the Distributor (or, in the Fund's discretion, the prospectus Fund Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund) shall provide such Statement free of charge to the Company and to any outstanding or prospective Contract Owner owner who requests such Statement. 3.3. The Fund (at its cost) shall provide the Company with copies of its proxy material, shareholder reports and other communications to the Company in such quantities as the Company may reasonably requestCompany. 3.4. The Company shall not, without the prior written consent of the Distributor (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners owners to (a) change charge the Fund's investment adviser or contract with any sub-investment adviser, or (b) change, modify, substitute, add or delete the Fund or other investment media. 3.5. The Company shall furnish each piece of sales literature or other promotional material prepared by the Company, in which the Fund or the Investment Manager or the Distributor is named, named to the Fund or the Distributor prior to its use. No such material shall be used, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for approval on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.6. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the Fund Registration Statement or Fund Prospectus, 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 by the Distributor, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for permission on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.7. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts Account or the Contracts other than the information or representations contained in the Contracts Registration Statement or Contracts Prospectus, as such Registration Statement and Prospectus may be amended or supplemented from time to time, or in published reports of the Account which are in the public domain or approved in writing by the Company for distribution to Contract Ownersowners, or in sales literature or other promotional material approved in writing by the Company, except with the prior written permission of the Company. The Company agrees to respond to any request for permission on a prompt and timely basis. Failure to respond on any given item shall not relieve the Fund or the Distributor of the obligation to obtain the prior written permission of the Company on subsequent itemsCompany. 3.8. The Fund will provide to the Company at least one complete copy of all Fund Registration Statements, Fund Prospectuses, Statements of Additional Information, annual and semi-annual reports and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or Fund shares, promptly after the filing of such document with the SEC or other regulatory authorities. 3.9. The Company will provide to the Fund at least one complete copy of all Contracts Registration Statements, Contracts Prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Contracts or those Sub-Accounts of the Account to which Contract purchase payments and value are allocable, promptly after the filing of such document with the SEC or other regulatory authorities. 3.10. Each party will provide to the other party copies of draft versions of any registration statements, prospectuses, statements of additional information, reports, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, to the extent that the other party reasonably needs such information for purposes of preparing a report or other filing to be filed with or submitted to a regulatory agency. If a party requests any such information before it has been filed, the other party will provide the requested information if then available and in the version then available at the time of such request. 3.11. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape displaydis- play, signs or billboards, motion pictures or other public media), sales literature (i.e.I.E., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, Statements of Additional Information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act.

PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER INFORMATION. 3.1. The Distributor shall provide the Company with as many copies of the current Fund Prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund at its expense shall provide to the Fund Prospectus (including Company a final camera-ready copy of the new prospectus as set in type at the Distributor's expense) current Fund Prospectus suitable for printing and other assistance as is reasonably necessary in order for the Company to have a new Contracts Prospectus printed together with the Fund Prospectus in one document (document. See Article V for a detailed explanation of the responsibility for the cost of such printing to be shared equally by the Company and the Distributor)distributing Fund prospectuses. 3.2. The Fund Prospectus shall state that the Statement of Additional Information for the Fund is available from the Distributor (or, in the Fund's discretion, the prospectus Fund Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund) shall provide such Statement free of charge to the Company and to any outstanding or prospective Contract Owner owner who requests such Statement. 3.3. (a) The Fund at its expense shall provide to the Company with copies a camera-ready copy of its proxy material, the Fund's shareholder reports and other communications to shareholders (except proxy material), in each case in a form suitable for printing. The Fund shall be responsible for the costs of printing and distributing these materials to Contract owners. (b) The Fund at its expense shall be responsible for preparing, printing and distributing its proxy material. The Company in such quantities as will provide the Company may reasonably requestappropriate Contractowner names and addresses to the Fund for this purpose. 3.4. The Company shall not, without the prior written consent of the Distributor (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners to (a) change the Fund's investment adviser or contract with any sub-investment adviser, or (b) change, modify, substitute, add or delete the Fund or other investment media. 3.5. The Company shall furnish each piece of sales literature or other promotional material prepared by the Company, in which the Fund or the Investment Manager or the Distributor is named, named to the Fund or the Distributor prior to its use. No such material shall be used, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for approval on a prompt and timely basis. Failure of the Fund to respond within 10 days of the request by the Company shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.63.5. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the Fund Registration Statement or Fund Prospectus, 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 by the Distributor, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree agrees to respond to any request for permission on a prompt and timely basis. Failure to respond shall not relieve If neither the Fund nor the Distributor responds within 10 days of a request by the Company, then the Company shall be relieved of the obligation to obtain the prior written permission of the Fund or the DistributorFund. 3.73.6. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts Account or the Contracts other than the information or representations contained in the Contracts Registration Statement or Contracts Prospectus, as such Registration Statement and Prospectus may be amended or supplemented from time to time, or in published reports of the Account which are in the public domain or approved in writing by the Company for distribution to Contract Ownersowners, or in sales literature or other promotional material approved in writing by the Company, except with the prior written permission of the Company. The Company agrees to respond to any request for permission on a prompt and timely basis. Failure If the Company fails to respond on any given item shall not relieve within 10 days of a request by the Fund or the Distributor, then the Fund and the Distributor are relieved of the obligation to obtain the prior written permission of the Company on subsequent itemsCompany. 3.83.7. The Fund will provide to the Company at least one complete copy of all Fund Registration Statements, Fund Prospectuses, Statements of Additional Information, annual and semi-annual reports and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or Fund shares, promptly after the filing of such document with the SEC or other regulatory authorities. 3.93.8. The Company will provide to the Fund at least one complete copy of all Contracts Registration Statements, Contracts Prospectuses, Statements of Additional Information, reports, solicitations for voting instructionsAnnual and Semi-annual Reports, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Contracts or those Sub-Accounts of the Account to which Contract purchase payments and value are allocableContracts, promptly after the filing of such document with the SEC or other regulatory authorities. 3.103.9. Each party will provide to the other party copies of draft versions of any registration statements, prospectuses, statements of additional information, reports, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, to the extent that the other party reasonably needs such information for purposes of preparing a report or other filing to be filed with or submitted to a regulatory agency. If a party requests any such information before it has been filed, the other party will provide the requested information if then available and in the version then available at the time of such request. 3.113.10. For purposes of this Article IVIII, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, computer net site, signs or billboards, motion pictures or other public media), sales literature (i.e.I.E., any written communication distributed or made generally available to customers or the public, in print or electronically, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, Statements of Additional Information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act.

PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER INFORMATION. 3.1. The Distributor shall provide the Company (at its expense) with as many copies of the current Fund Prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide the Fund Prospectus (including a final copy of the new prospectus as set in type at the Distributor's expense) and other assistance as is reasonably necessary in order for the Company to have a new Contracts Prospectus printed together with the Fund Prospectus in one document (the cost of such printing to be shared equally by the Company and the Distributor)Company. 3.2. The Fund Prospectus shall state that the Statement of Additional Information for the Fund is available from the Distributor (or, in the Fund's discretion, the prospectus Fund Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund) shall provide such Statement free of charge to the Company and to any outstanding or prospective Contract Owner owner who requests such Statement. 3.3. The Fund (at its cost) shall provide the Company with copies of its proxy material, shareholder reports and other communications to the Company in such quantities as the Company may reasonably requestshareholders. 3.4. The Company shall notfurnish the Prospectus, without the prior written consent of the Distributor (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners to (a) change the Fund's investment adviser or contract with any sub-investment adviser, or (b) change, modify, substitute, add or delete the Fund or other investment media. 3.5. The Company shall furnish each piece of sales literature or other promotional material prepared by the Companymaterial, if any, in which the Fund or the Investment Manager or the Distributor is named, named to the Fund or the Distributor prior to its use. No such material shall be used, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for approval on a prompt and timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.63.5. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the Fund Registration Statement or Fund Prospectus, 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 by the Distributor, except with the prior written permission of the Fund or the Distributor. The Fund and the Distributor agree to respond to any request for permission on a prompt and a timely basis. Failure to respond shall not relieve the Company of the obligation to obtain the prior written permission of the Fund or the Distributor. 3.73.6. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts Account or the Contracts other than the information or representations contained in the Contracts Registration Statement or Contracts Prospectus, as such Registration Statement and Prospectus may be amended or supplemented from time to time, or in published reports of the Account Accounts which are in the public domain or approved in writing by the Company for distribution to Contract Ownersowners, or in sales literature or other promotional material approved in writing by the Company, except with the prior written permission of the Company. The Company agrees to respond to any request for permission on a prompt and timely basis. Failure to respond on any given item shall not relieve the Fund or the Distributor of the obligation to obtain the prior written permission of the Company on subsequent itemsCompany. 3.83.7. The Fund will upon request of the Company provide to the Company at least one complete copy of all Fund Registration Statements, Fund Prospectuses, Statements of Additional Information, annual and semi-annual reports and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or Fund shares, promptly after the filing of such document documents with the SEC or other regulatory authorities. 3.93.8. The Company will upon request of the Fund provide to the Fund at least one complete copy of all Contracts Registration Statements, Contracts Prospectuses, Statements of Additional Informationthe Prospectus, reports, solicitations for voting instructions, sales literature and other promotional materials, if any, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Contracts or those Sub-Accounts of the Account Accounts to which Contract purchase payments and value are allocable, promptly after the filing of such document with the SEC or other regulatory authorities, or if no such filing is required, prior to any use thereof. 3.103.9. Each party will provide to the other party copies of draft versions of any registration statements, prospectuses, statements of additional information, reports, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, to the extent that the other party reasonably needs such information for purposes of preparing a report or other filing to be filed with or submitted to a regulatory agency. If a party requests any such information before it has been filed, the other party will provide the requested information if then available and in the version then available at the time of such request. 3.113.10. For purposes of this Article IVIII, the phrase "sales literature or other promotional material" includes, but is not limited to, 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 billboards, motion pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, Statements of Additional Information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act.