Common use of PROSPECTUS AND PROXY STATEMENTS Clause in Contracts

PROSPECTUS AND PROXY STATEMENTS. VOTING 4.1 The Fund will provide the Company with as many copies of the current Fund prospectus and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s expense, as many copies of said prospectus as necessary for distribution, at the Fund’s expense, to existing Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the prospectus to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. If requested by the Company, in lieu thereof, the Fund will provide such documentation, including a final copy of a current prospectus set in type at the Fund’s expense, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund’s new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide the Company with a copy of the Fund’s prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund. 4.2 The Fund’s prospectus will state that the Statement of Additional Information (the “SAI”) for the Fund is available from the Company. The Fund will provide the Company, at the Fund’s expense, with as many copies of the SAI and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to prospective Contract owners and applicants. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s expense, as many copies of said SAI as necessary for distribution, at the Fund’s expense, to any existing Contract owner who requests such statement or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. The Company will distribute the SAI as requested or required and will xxxx the Fund for the reasonable cost of such distribution. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. 4.4 If and to the extent required by law, the Company will:

PROSPECTUS AND PROXY STATEMENTS. VOTING 4.1 The Fund will 3.1 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 TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide the Company LIFE COMPANY, free of charge, with as many copies of the current Fund prospectus (or prospectuses), statements of additional information, annual and any supplements thereto semi-annual reports and proxy statements for the Designated Portfolio(s) shares of the Portfolios as the Company LIFE COMPANY may reasonably request for distributiondistribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at the Fund’s LIFE COMPANY's expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s expense, as many copies of said the current prospectus as necessary for distribution, at the Fund’s expense, to existing Contract owners. The Fund will provide the copies of said prospectus to the Company (or to its mailing agent. The Company will distribute the prospectus to existing Contract owners and will xxxx the Fund prospectuses) for the reasonable cost shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of such distributionVariable Contracts. If requested by the CompanyLIFE COMPANY, in lieu thereof, the Fund will TRUST or its designee shall provide such documentation, documentation (including a final "camera ready" copy of a the current prospectus (or prospectuses) as set in type or, at the Fund’s expenserequest of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company at least annually parties hereto once a year (or more frequently if the Fund prospectus (or prospectuses) for the shares is amended more frequentlysupplemented or amended) to have the new prospectus for the Variable Contracts and the Fund’s new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide the Company with a copy of the Fund’s prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund. 4.2 The Fund’s prospectus will state that the Statement of Additional Information (the “SAI”or prospectuses) for the Fund is available from the CompanyTRUST shares printed together in one document. The Fund expenses of such printing will provide be apportioned between LIFE COMPANY and TRUST in proportion to the Company, at the Fund’s expense, with as many copies number of pages of the SAI Variable Contract and any supplements thereto TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as the Company may reasonably request for distributioncovers, at the Fund’s expensecolumns, to prospective Contract owners graphs and applicants. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the Company only prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with disclosure related any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Designated Portfolio(s)Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The Fund LIFE COMPANY will provideprovide TRUST with at least one complete copy of all prospectuses, at the Fund’s expensestatements of additional information, as many copies of said SAI as necessary for distributionannual and semi-annual reports, at the Fund’s expenseproxy statements, exemptive applications and all amendments or supplements to any existing Contract owner who requests of the above that relate to a Separate Account promptly after the filing of each such statement document with the SEC or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. The Company will distribute the SAI as requested or required and will xxxx the Fund for the reasonable cost of such distribution. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. 4.4 If and to the extent required by law, the Company will:regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. VOTING 4.1 The Fund will provide the Company with as many copies of the a current Fund prospectus and any supplements thereto for the Designated Portfolio(s) as set in type at the Company may reasonably request for distributionFund's expense. The Fund will provide, at the Fund’s 's expense, to said prospectus for Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s)confirmation and for existing Contract owners. The Fund Company will provide, at the Fund’s Company's expense, as many copies of said the prospectus as necessary and other shareholder reports for distribution, at the Fund’s expense, to existing prospective Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company owners and will distribute the prospectus to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. If requested by the Company, in lieu thereof, the Fund will provide such documentation, including a final copy of a current prospectus set in type at the Fund’s expense, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) shareholder reports to have the new prospectus for the Contracts and the Fund’s new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide the Company with a copy of the Fund’s prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fundsaid prospective Contract owners. 4.2 The Fund’s 's prospectus will state that the Statement of Additional Information (the “"SAI”") for the Fund is available from the Company. The Fund will provide the Company, at the Fund’s expense, with as many copies of the SAI and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to prospective Contract owners and applicants. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s 's expense, as many copies of said SAI as necessary for distribution, at the Fund’s expense, to any existing Contract owner who requests such statement SAI or whenever state or federal law requires that such statement SAI be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. If requested by the Company, in lieu thereof, the Fund will provide the current SAI set in type at the Fund's expense. The Company will distribute the SAI as requested or required and will xxxx to the Fund for Contract owners at the reasonable cost of such distributionCompany's expense. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company Company, through its third party provider, will distribute this proxy material, reports and other communications to existing Contract owners owners, as required by law, and will xxxx bill the Fund for the reasonable cost of coxx xf such distribution. 4.4 If and to the extent required by law, the Company will:: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company's Contract owners, so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for Contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that the Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal

PROSPECTUS AND PROXY STATEMENTS. VOTING 4.1 The 2.1 At least annually (or in the case of a prospectus supplement, when such supplement is issued), the Fund will timely provide the Company Insurer with as many copies of the current Fund prospectus (describing only the Portfolio(s) and any supplements thereto for the Designated Portfolio(s) as the Company Insurer may reasonably request for distribution, at the Fund’s 's expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company Insurer only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s 's expense, as many copies of said prospectus as necessary for distribution, at the Fund’s 's expense, to existing Contract owners. The Fund will provide the copies of said prospectus to the Company Insurer or to its Insurer's designated mailing agent". The Company Insurer will distribute the prospectus to existing Contract owners and will xxxx bxxx the Fund for the reasonable cost of such distribution. The Fund shall provide the Insurer, at the Insurer's expense, with as many copies of the current Fund prospectus (describing only the Portfolios) and any supplement thereto, as the Insurer may reasonably request for distribution to prospective purchasers of Contracts. If requested by the CompanyInsurer, in lieu thereof, the Fund will provide such documentation, including a final copy of a current prospectus set in type at the Fund’s 's expense, and other assistance as is reasonably necessary in order for the Company Insurer at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund’s 's new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide the Company Insurer with a copy of the Fund’s 's prospectus through electronic means to facilitate the Company’s Insurer's efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund. 4.2 The Fund’s prospectus will state that the Statement of Additional Information (the “SAI”) for the Fund is available from the Company. The Fund will provide the Company, at the Fund’s expense, with as many copies of the SAI and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to prospective Contract owners and applicants. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s expense, as many copies of said SAI as necessary for distribution, at the Fund’s expense, to any existing Contract owner who requests such statement or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. The Company will distribute the SAI as requested or required and will xxxx the Fund for the reasonable cost of such distribution. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. 4.4 If and to the extent required by law, the Company will:.