Common use of PROSPECTUS AND PROXY STATEMENTS; VOTING Clause in Contracts

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter shall provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus (including supplements thereto) as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final copy of a current prospectus set in type at the Fund's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document, in such case the Fund shall bear its share of expenses as described above. 3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of distributing them to existing contractowners or participants. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participants; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 3.1. The Underwriter Fund or the Adviser, at its expense, shall provide the Company, at the Company's expense, with as many copies a typewritten copy of the Fund's current prospectus (including supplements thereto) as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final copy of a current prospectus set in type at the Fund's expense and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the prospectus for the Fund prospectus is amended more frequentlysupplemented or amended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. Upon request, in the Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus prior to such case the Fund shall bear its share of expenses as described aboveprinting. 3.2 3.2. The Fund's prospectus shall state that the Statement statement of Additional Information additional information for the Fund is available from the Underwriter Fund (or alternatively from the Company (or, in the Fund's discretion, the Prospectus its transfer agent) and shall state that print and provide such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the CompanyFund's expense, to any prospective contractowner and applicant who requests such statement. 3.3 3.3. The FundFund or the Adviser, at its expense, shall provide the Company with a typewritten copy of the Fund's communications to shareholders for printing and distributing to Contract owners and with copies of its the Fund's proxy material, if any, material and semi-annual and annual reports to shareholders and other communications to shareholders (or may, at the Fund or the Adviser's option, reimburse the Company for the pro rata cost of printing such reports) in such quantity quantities as the Company shall reasonably require require, for distributing to Contract owners at the Company's expense. Upon request, the Adviser shall be permitted to review and shall bear approve the costs typeset form of distributing them such proxy material, communications and shareholder reports prior to existing contractowners or participantssuch printing. 3.4 3.4. If and to the extent required by law (or the Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners Contract owners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participantsContract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownersContract owners. The Company reserves the right to vote Fund shares held in any segregated asset account Account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5 3.5. The Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter shall provide the Company, Company (at the Company's expense, ) with as many copies of the Fund's current prospectus (including supplements thereto) as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus as set in type at the Fund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document, in document (such case printing to be at the Fund shall bear its share of expenses as described aboveCompany's expense). 3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementStatement. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received: so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Investment Company Act to require pass pass-through voting privileges for variable contractownerscontract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings oror comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange (a) with respect to periodic elections of directors trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter shall provide the Company, Company (at the Company's expense, ) with as many copies of the Fund's current prospectus (including supplements thereto) as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus as set in type at the Fund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the prospectus for the Fund prospectus is amended more frequentlyamended) to have the new Fund's prospectus printed either separately, or together with the prospectus for the Contracts and in one document. The form of the Fund's new prospectus printed together in one documentand/or statement of additional information provided to the Company shall be the final form of prospectus and statement of additional information as filed with the Securities and Exchange Commission which shall include either, in such case individually or collectively, only those Portfolios offered by the Fund shall bear its share of expenses as described aboveCompany. 3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementStatement. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.4 If and to the extent required by law the Company shall: : (i) solicit voting instructions from contractowners or participants; Contract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received: so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Investment Company Act to require pass pass-through voting privileges for variable contractownerscontract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies.extent 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings oror comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter shall provide the Company, Company (at the Company's expense, ) with as many copies of the Fund's current prospectus (including supplements thereto) as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus as set in type at the Fund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the prospectus for the Fund prospectus is amended more frequentlyamended) to have the new Fund's prospectus printed either separately, or together with the prospectus for the Contracts and in one document. The form of the Fund's new prospectus printed together in one documentand/or statement of additional information provided to the Company shall be the final form of prospectus and statement of additional information as filed with the Securities and Exchange Commission which shall include either, in such case individually or collectively, only those Portfolios offered by the Fund shall bear its share of expenses as described aboveCompany. 3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementStatement. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received: so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Investment Company Act to require pass pass-through voting privileges for variable contractownerscontract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings oror comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors trustees and with whatever rules the Commission may promulgate with respect thereto.