Common use of PROSPECTUS AND PROXY STATEMENTS Clause in Contracts

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Fund shall bear the costs of distributing Fund proxy statements to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's expense, Company with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company’s expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it any such document has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 5.3 The Fund shall provide the Company with copies of the Fund's ’s proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract ownersOwners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund’s proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 5.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Upon written request, the Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Fund shall bear the costs of distributing Fund proxy statements to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one documentdocument (at the Company's expense, except that the Fund will bear the commercially reasonable, prorated cost of printing the Fund's prospectus in this format for existing Variable Contract owners up to an amount the Funds would pay on a per copy basis for its own prospectuses), provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund's proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authorityauthority provided that the document relates to a Separate Account and Variable Contract that include the Fund as one of the underlying funding vehicles for such Variable Contract.

PROSPECTUS AND PROXY STATEMENTS. 4.1 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 5.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract ownersOwners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund's proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 5.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse and Distributor consent to the Company for the pro-rata share placing an electronic copy of the printing costs (excluding any non-printing costs such as composition Fund's current prospectus, supplements and document layout costs) in a manner to be agreed upon reports on its password protected website for access by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shareswho elect electronic delivery of such documents in accordance with applicable law. 4.3 5.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract ownersOwners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund's proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 5.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution with expenses to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, be borne in accordance with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable ContractsSchedule A hereof. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 5.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing request. Alternatively and in lieu thereof, the Company may elect to Variable Contract owners. print any of the Fund's proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 5.4 Upon request, the Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Upon request, the Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements supple­ments to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse Where the Company prospectus for the pro-rata Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts are printed in one document, the Fund agrees to bear its proportionate share of the printing costs expense (excluding any non-printing costs such as composition and document layout costsexpenses) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the copies of its current prospectus for the Fund Shares that the Company may reasonably print for distribution will be distributed to existing Variable Contract owners whose Variable Contracts are funded by Fund such Shares. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. The Fund shall bear reimburse the costs Company for the reasonable cost of distributing Fund distribution of the Fund's proxy statements to existing Variable Contract owners owners, up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse Where the Company prospectus for the pro-rata Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts are printed in one document, the Fund agrees to bear its proportionate share of the printing costs expense (excluding any non-printing costs such as composition and document layout costsexpenses) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the copies of its current prospectus for the Fund Shares that the Company may reasonably print for distribution will be distributed to existing Variable Contract owners whose Variable Contracts are funded by Fund such Shares. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. The Fund shall bear reimburse the costs Company for the reasonable cost of distributing Fund distribution of the Fund's proxy statements to existing Variable Contract owners owners, up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund.VOTING 4.2 3.1. At least annually, Fund the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus and any supplements to it throughout the year, (describing only the Portfolios listed in Schedule A hereto) for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract Policy owners whose Variable Contracts Policies are funded by such Shares. Fund The Trust or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus and any supplements to it throughout the year, for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable ContractsPolicies. If requested by the Company in lieu thereof, Fund the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a mutually agreeable diskette in the form sent to the financial printer) and such other assistance as is reasonably necessary in order for the parties hereto once a each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts Policies and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided however however, that the Company shall ensure that, except as expressly authorized in writing bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Shares. In the event that the Company requests that the Trust or its designeedesignee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format--, typesetting expenses), and the Company shall assume liability bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for any and all alterations, errors or other changes the Shares shall state that occur to such prospectuses or other Fund documentation after it has been furnished to Company the statement of additional information for the Shares is available from the Trust or its designee. The Fund Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies free of charge copies, if and to the extent applicable to the Shares, of the FundTrust's proxy statementsmaterials, Fund reports to shareholders, Shareholders and other Fund communications to shareholders Shareholders in such quantity as the Company shall reasonably require for distributing distribution to Variable Contract Policy owners. 3.4. Fund Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall bear pay the costs expense of distributing Fund proxy statements to Variable Contract owners up printing or providing documents to the maximum amount provided extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by applicable law or regulation, if anysuch Shares. 4.4 Fund will provide 3.5. The Trust hereby notifies the Company with at least one complete copy that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of all prospectuses, statements of additional information, annual mixed and semi-annual reports, proxy statements, shared funding. 3.6. If and all amendments or supplements to any of the above that relate to the Portfolios promptly after extent required by law, the filing Company shall (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of each such document with Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC or other regulatory authoritycontinues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will provide Fund in no way recommend action in connection with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document oppose or interfere with the SEC solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote 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 holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or other regulatory authorityamendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Alternatively and in lieu thereof, the Company may elect to print at its expense the Fund's proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 4.5 The forgoing notwithstanding, the Fund agrees to provide Company with an electronic copy, in a form mutually agreeable to both parties, of each document provided for in this Article IV.

PROSPECTUS AND PROXY STATEMENTS. 4.1 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's ’s expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company’s expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 5.3 The Fund Fund, at the Fund’s expense, shall provide the Company with copies of the Fund's ’s proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract ownersOwners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund’s proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 5.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 4.1. The Fund and Adviser, at no expense to the Company, shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. The Fund or Adviser agrees to make a good faith effort to provide to the Company, at no expense to the Company, the Fund’s shareholder communications on a timely basis whereby Company is able to meet applicable regulatory deadlines. The Fund or Adviser shall provide the necessary communications as soon as reasonably practicable but not later than three (3) Business Days prior to the date that the Company is legally obligated to file or provide copies to any regulatory body or to Variable Contract owners. In the event that such documents are not provided in a timely manner, the Adviser shall pay any out-of-pocket expenses, such as overtime printing or delivery surcharges, reasonably incurred by the Company in timely filing or delivering such documents; provided such expenses result solely from the Adviser or Fund’s failure to provide the documents in a timely manner. 4.2 4.2. At least annually, the Fund or its designee and the Adviser shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. The Fund or its designee and the Adviser shall provide the Company, at the Company's ’s expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, ; provided however that Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall promptly reimburse the Company advances made by the Company for the Fund’s pro-rata share of the printing and delivery costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties), but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print prints for distribution to existing Variable Contract owners whose owners. The Fund and Adviser agree to cooperate with the Company and make a good faith effort to provide the Fund’s prospectus on a timely basis whereby Company is able to meet applicable regulatory deadlines. The Fund or Adviser shall provide the Fund’s prospectus as soon as reasonably practicable but not later than three (3) Business Days prior to the date that the Company is legally obligated to file or provide copies to any regulatory body or to Variable Contracts are funded Contract owners. In the event that the Fund’s prospectus is not provided in a timely manner, the Adviser shall pay any out-of-pocket expenses, such as overtime printing or mailing surcharges, reasonably incurred by Fund Sharesthe Company in timely filing or delivering such documents; provided such expenses result solely from the Adviser or Fund’s failure to provide the documents in a timely manner. 4.3 4.3. The Fund shall provide the Company with copies of the Fund's ’s proxy statements, Fund annual and semi-annual reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. The Fund and Adviser shall bear the costs of distributing preparing and delivering Fund proxy statements to and related communications for Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyowners. 4.4 4.4. The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a the Fund and the pertinent portion of the Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 4.5. Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available, and the Fund and Adviser, at their own expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself or for any Variable Contract owners who request such SAI.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's ’s proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Fund shall bear the costs of distributing Fund proxy statements to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements supple­ments to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund 5.1 The Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fundthe Portfolios. 4.2 5.2 At least annually, Fund the Trust or its designee shall provide the Company, free of charge, with in portable document format (i.e., PDF) only (or other electronic means as many copies of agreed to by the Distributor and the Company) the current statutory prospectus and summary prospectus (if requested by Company) for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. Fund The Trust or its designee shall also provide the Company, at the Company's expense, with as many more copies of Company in PDF only the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund the Trust or its designee shall provide such documentation in a mutually agreeable form PDF and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Trust Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by Fundthe Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Fund Trust documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund Trust documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 5.3 The Fund Trust, at the Trust’s expense, shall provide the Company with copies of the Fund's Trust’s proxy statements, Fund Trust reports to shareholders, and other Fund Trust communications to shareholders in PDF in such quantity as the Company shall reasonably require for distributing to Variable Contract ownersOwners. Fund shall bear Alternatively and in lieu thereof, the costs Company may elect to print at its own expense any of distributing Fund the Trust's proxy statements statements, Trust reports to Variable Contract owners up shareholders, and other Trust communications to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 Fund 5.4 Upon reasonable request, the Trust will provide the Company with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Upon reasonable request, the Company will provide Fund the Trust with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's ’s expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's ’s proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Fund shall bear the costs of distributing Fund proxy statements to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 5.3 The Fund Fund, at the Fund's expense, shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract ownersOwners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund's proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 5.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's ’s expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company’s expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's ’s proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund’s proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 The Fund shall prepare and be responsible for filing fling with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund's proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund The Funds shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of each respective Fund. 4.2 At least annually, Fund the Funds or its their designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. Fund The Funds or its their designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund the Funds or its their designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it any such document has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund Funds shall provide the Company with copies of the Fund's Fund proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Variable Contract ownersOwners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Funds’ proxy statements, Fund reports to shareholders, and other Fund communications to shareholders and the Company shall bear the costs of distributing assume liability for any and all alterations, errors or other changes that occur to such proxy statements, reports or other Fund proxy statements to Variable Contract owners up communications after any such document has been furnished to the maximum amount provided for by applicable law Company or regulation, if anyits designee. 4.4 Fund The Funds will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund the Funds with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements supple­ments to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many printed copies of the current prospectus prospectus, statement of additional information, proxy statements, annual reports and semi-annual reports, and any supplements or amendments to any of the foregoing, for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. In the event the Company desires to utilize summary prospectuses, the Company shall promptly notify the Distributor and at such time, the parties agree to abide by Schedule A with respect to the use and delivery of summary prospectuses. The Fund or its designee shall provide the Company, at the Company's ’s expense, with as many more copies of the current prospectus, summary prospectus and such documents for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus and/or the summary prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus and/or summary prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses prospectuses, summary prospectus or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses prospectuses, summary prospectus or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse In the event the Company chooses to print the Portfolio’s prospectus, summary prospectus, statement of additional information and its semi-annual reports, or any of such documents, in combination with such documents of other fund companies, the Fund’s share of the total expense for printing and delivery of the combined materials shall be determined pro-rata share based upon the page count of the printing costs (excluding any non-printing costs such Portfolio’s [page break] documents as composition and document layout costs) in a manner compared to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus total page count for the Shares that combined materials containing all other funds covered in the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund SharesContracts. 4.3 5.3 The Fund shall provide the Company with printed copies of the Fund's ’s proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract ownersOwners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund’s proxy statements, Fund shall bear the costs of distributing reports to shareholders, and other Fund proxy statements communications to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 5.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 5.6 Expenses associated with providing, printing and distributing documentation referenced in Section 5.2, 5.3 and 5.4 of this Agreement shall be allocated in accordance with Scheduled B attached to this Agreement. The Distributor shall reimburse the Company for relevant expenses under Schedule B within 30 days after receipt of the Company’s undisputed invoice covering such expenses. The parties agree to use best efforts to resolve any billing discrepancies and to promptly remit any agreed upon corrective payments.

PROSPECTUS AND PROXY STATEMENTS. 4.1 4.1. The Fund and Adviser, at no expense to the Company, shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. The Fund or Adviser agree to provide to the Company, at no expense to the Company, the Fund's shareholder communications on a timely basis which shall be at least ten (10) Business Days prior to any Company requirement to file with a regulatory agency, taking into account the printing and distribution schedule. If the Fund or Adviser does not provide such material to the Company within such time frame, the Fund or Adviser, as determined by Adviser, shall bear any additional costs for expenses incurred by the Company as a result of providing the material after the deadline. 4.2 4.2. At least annually, the Fund or its designee and Adviser shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. The Fund or its designee and Adviser shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall promptly reimburse the Company advances made by the Company for the Fund's pro-rata share of the printing [and distributing] costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties), but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print prints for distribution to existing Variable Contract owners whose owners. The Fund and Adviser agree to cooperate with the Company to provide the Fund's prospectus on a timely basis, but not less than ten (10) Business Days prior to the effective date of the Variable Contracts are funded by Fund SharesContract prospectus. 4.3 4.3. The Fund shall provide the Company with copies of the Fund's proxy statements, Fund annual and semi-annual reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. The Fund and Adviser shall bear the costs of distributing preparing [and distributing] Fund proxy statements to and related communications for Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyowners. 4.4 4.4. The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a the Fund and the pertinent portion of the Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 4.5. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Fund and Adviser, at their own expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself or for any Variable Contract owners who request such SAI.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund.Voting --------------------------------------- 4.2 At least annually, 3.1. The Fund or the Adviser, at its designee expense, shall provide the Company, free of charge, with as many copies a typewritten copy of the Fund's current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto Company once a each year (or more frequently if the prospectus for the Shares Fund is supplemented or amended) to have the prospectus for the Variable Contracts and the Fund's prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one documentdocument (such printing to be at the Company's expense). Upon request, provided however the Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus prior to such printing. 3.2. The Fund's prospectus shall state that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other the statement of additional information for the Fund documentation after such documentation has been furnished to Company is available from the Fund (or its designee, transfer agent) and shall print and provide such Statement to the Company shall assume liability for and to any and all alterations, errors owner of a Contract or other changes that occur to prospective owner who requests such prospectuses or other Fund documentation after it has been furnished to Company or its designeeStatement at the Fund's expense. 3.3. The Fund or the Adviser, at its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the partiesexpense, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund 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 the Fund's proxy statements, Fund material and semi-annual and annual reports to shareholdersshareholders (or may, and other at the Fund communications to shareholders or the Advisers 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 Variable Contract owners at the Company's expense. Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material, communications and shareholder reports prior to such printing. 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 Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners or participants; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's Contract owners; 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. The Company reserves the right to vote Fund shall bear the costs of distributing Fund proxy statements to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to shares held in any of the above that relate Accounts in their own right, to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authorityextent permitted by law. 3.5. The Company Fund will provide Fund comply with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any applicable provisions of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS. 4.1 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. 4.2 5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall reimburse the Company for distributing (limited to printing and mailing costs) the current prospectus for Shares of the Portfolios to Variable Contract Owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's ’s expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company’s expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner matter to be agreed upon by the parties, but at a minimum for those pages that contain of the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by the Shares. The Fund or its designee shall reimburse the Company for its pro-rata share of printing, based on the number of total printed pages, (excluding any non-printing costs such as composition and document lay-out costs) and distribution (limited to printing and mailing costs) expenses to Owners whose Variable Contracts are funded by Shares. 4.3 5.3 The Fund shall provide the Company with copies of the Fund's ’s proxy statements, Fund reports to shareholdersshareholders (including annual and semi-annual reports), and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Owners, and the Fund or its designee shall reimburse the Company for its distribution costs (limited to printing and mailing costs). If requested by the Company in lieu thereof, the Fund or its designee shall provide copies of the Fund’s proxy statements, Fund reports to shareholders (including annual and semi-annual reports), and other Fund communications in a mutually agreeable form and provide such other assistance as is reasonable necessary in order for the Company to print and distribute (mail) these documents to Owners whose Variable Contract ownersContracts are funded by Shares. In the event that Company prints and distributes the Fund’s proxy statements, Fund reports to shareholders (including annual and semi-annual reports), and other Fund communications to shareholders, the fund or its designee shall bear reimburse the Company for the costs of distributing Fund proxy statements printing (excluding any non-printing costs such as composition and document lay-out costs) and distribution (limited to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if anyprinting and mailing costs thereof). 4.4 5.4 The Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company Company, upon request, will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 5.5 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for the Fund, and of any material change in the Fund’s registration statement or prospectus, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Owners, or to make changes to its registration statement and prospectus, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Variable Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's ’s expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's ’s proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Fund shall bear the costs of distributing Fund proxy statements to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund 5.1 The Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fundthe Portfolios. 4.2 5.2 At least annually, Fund the Trust or its designee shall provide the Company, free of charge, with in portable document format (i.e., PDF) only (or other electronic means as many copies of agreed to by the Distributor and the Company) the current statutory prospectus and summary prospectus (if requested by Company) for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such Shares. Fund The Trust or its designee shall also provide the Company, at the Company's expense, with as many more copies of Company in PDF only the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund the Trust or its designee shall provide such documentation in a mutually agreeable form PDF and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Trust Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by Fundthe Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Fund Trust documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund Trust documentation after it has been furnished to the Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 5.3 The Fund Trust, at the Trust's expense, shall provide the Company with copies of the FundTrust's proxy statements, Fund Trust reports to shareholders, and other Fund Trust communications to shareholders in PDF in such quantity as the Company shall reasonably require for distributing to Variable Contract ownersOwners. Fund shall bear Alternatively and in lieu thereof, the costs Company may elect to print at its own expense any of distributing Fund the Trust's proxy statements statements, Trust reports to Variable Contract owners up shareholders, and other Trust communications to the maximum amount provided for by applicable law or regulation, if anyshareholders. 4.4 Fund 5.4 Upon reasonable request, the Trust will provide the Company with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Upon reasonable request, the Company will provide Fund the Trust with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 4.1 Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of Fund. 4.2 At least annually, Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such Shares. Fund or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document, provided however that Company shall ensure that, except as expressly authorized in writing by Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to Company or its designee, and Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to Company or its designee. The Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) in a manner to be agreed upon by the parties, but at a minimum for those pages that contain the prospectus for the Shares that the Company may reasonably print for distribution to existing Variable Contract owners whose Variable Contracts are funded by Fund Shares. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Fund shall bear the costs of distributing Fund proxy statements to Variable Contract owners up to the maximum amount provided for by applicable law or regulation, if any. 4.4 Fund will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.