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

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. The Fund or the Distributor 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 to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s). If requested by the Company, in lieu thereof, the Fund or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-ready or electronic format, 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. The Fund or the Distributor 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. 4.2. The Fund's prospectus will state that a Statement of Additional Information ("SAI") for the Fund is available, and will disclose how investors may obtain the SAI. 4.3. The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated Portfolios, reports to shareholders/Contract owners and other 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. 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 Separate Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Separate 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 variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios 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 Separate Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.1.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund or the Distributor 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 Fund's expense. The Fund will provide, at the Fund’s expense, said prospectus for distribution to Contract owners at the time of Contract fulfillment and confirmationconfirmation and for existing Contract owners. The Company will provide, at the Company’s expense, the prospectus and other shareholder reports for prospective Contract owners and will distribute the prospectus and other shareholder reports to said prospective Contract owners. 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 also provide provide, at the Fund's expense, as many copies of said prospectus SAI as necessary for distribution distribution, to any existing Contract ownersowner who requests such SAI or whenever state or federal law requires that such SAI be provided. The Fund will provide the copies of said prospectus SAI to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s)agent. If requested by the Company, in lieu thereof, the Fund or the Distributor will provide such documentation, including a final copy of a the current prospectus SAI set in type or camera-ready or electronic format, 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’s expense. The Fund Company will distribute the SAI as requested or required to the Distributor will, upon request, provide the Company with a copy of the Fund's prospectus through electronic means to facilitate Contract owners at the Company's efforts to provide Fund prospectuses via electronic delivery’s expense. 4.2. The Fund's prospectus will state that a Statement of Additional Information ("SAI") for the Fund is available, and will disclose how investors may obtain the SAI. 4.3. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated Portfolios, reports to shareholders/Contract owners and other permissible communications to shareholders/ 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 ownersowners and will bxxx the Fund for the reasonable cost of such distribution. 4.4. 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 Separate Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Separate Account for which no timely instructions have been received 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 variable Contract owners. The Company reserves the right to vote Fund shares of the Designated Portfolios 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 Separate Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, Exemptive Order as described in Section 7.1. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1000 Xxx) as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor will provide the Company with as many copies of the current Fund Trust prospectus and any supplements thereto for the Designated Portfolio(s) Funds as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also To the extent that the Designated Funds are one or more of several funds or series of the Trust, the Trust shall be obligated to provide as many copies of said prospectus as necessary for distribution the Company only with disclosure related to existing Contract ownersthe Designated Funds. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s)agent. If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-camera ready or electronic format, format and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's Trust’s new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the Fund's Trust’s prospectus through electronic means to facilitate the Company's ’s efforts to provide Fund Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2. 4.2 The Fund's Trust’s prospectus will state that a Statement of Additional Information ("“SAI"”) for the Fund Trust is available, and will disclose how investors may obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other communications to shareholders/ shareholders/Contract owners in such quantity as the Company will reasonably requirerequire with expenses to be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners[ at the sole expense of the Trust, the Distributor or the Adviser. ] If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 4.4. 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 Funds held in the Separate Account Accounts in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account Accounts for which no timely instructions have been received from the Company’s Contract owners in the same proportion as shares of such the Designated Portfolio Funds for which instructions have been received from the Company's Contract contract owners, so long as and to the extent that the Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C requirements and the Mixed and Shared Funding Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor will provide the Company with as many copies of the current Fund Trust prospectus and any supplements thereto for the Designated Portfolio(s) Funds as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also To the extent that the Designated Funds are one or more of several funds or series of the Trust, the Trust shall be obligated to provide as many copies of said prospectus as necessary for distribution the Company only with disclosure related to existing Contract ownersthe Designated Funds. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s)agent. If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-camera ready or electronic format, format and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's Trust’s new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the Fund's Trust’s prospectus through electronic means to facilitate the Company's ’s efforts to provide Fund Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2. 4.2 The Fund's Trust’s prospectus will state that a Statement of Additional Information ("“SAI"”) for the Fund Trust is available, and will disclose how investors may obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other communications to shareholders/ shareholders/Contract owners in such quantity as the Company will reasonably requirerequire with expenses to be borne in accordance with Article V of this Agreement. The Company will distribute this proxy materialIf requested by the Company, reports and other communications the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to existing Contract ownersposting on a website maintained by or on behalf of the Company. 4.4. 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 Funds held in the Separate Account Accounts in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account Accounts for which no timely instructions have been received from the Company’s Contract owners in the same proportion as shares of such the Designated Portfolio Funds for which instructions have been received from the Company's Contract contract owners, so long as and to the extent that the Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor will provide the Company with as many copies of the current Fund Trust prospectus and any supplements thereto for the Designated Portfolio(s) Funds as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also To the extent that the Designated Funds are one or more of several funds or series of the Trust, the Trust shall be obligated to provide as many copies of said prospectus as necessary for distribution the Company Delaware 613762-2 only with disclosure related to existing Contract ownersthe Designated Funds. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s)agent. If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-camera ready or electronic format, format and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's Trust’s new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the Fund's Trust’s prospectus through electronic means to facilitate the Company's ’s efforts to provide Fund Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2. 4.2 The Fund's Trust’s prospectus will state that a Statement of Additional Information ("“SAI"”) for the Fund Trust is available, and will disclose how investors may obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other communications to shareholders/ shareholders/Contract owners in such quantity as the Company will reasonably requirerequire with expenses to be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 4.4. 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 Funds held in the Separate Account Accounts in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account Accounts for which no timely instructions have been received from the Company’s Contract owners in the same proportion as shares of such the Designated Portfolio Funds for which instructions have been received from the Company's Contract contract owners, so long as and to the extent that the Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) Delaware 613762-2 or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor will provide the Company with as many copies of the current Fund Trust prospectus and any supplements thereto for the Designated Portfolio(sFund(s) as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund Trust will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(sFund(s) are one or more of several Funds of the FundTrust, the Fund shall be Trust is obligated to provide the Company only with disclosure related to the Designated Portfolio(sFund(s). If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-ready or electronic format, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's Trust’s new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the Fund's Trust’s prospectus through electronic means to facilitate the Company's ’s efforts to provide Fund Trust prospectuses via electronic delivery. 4.2. 4.2 The Fund's Trust’s prospectus will state that a the Statement of Additional Information ("the “SAI"”) for the Fund Trust is available, available and will disclose how investors may can obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other communications to shareholders/ 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 ownersowners and will xxxx the Trust for the reasonable cost of such distribution. 4.4. 4.4 If and to the extent required by law, the Company or its designee will: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios Funds held in the Separate Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account for which no timely instructions have been received in the same proportion as shares of such Designated Portfolio Fund for which instructions have been received from the Company's ’s Contract owners, so long as and to the extent that the Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund Trust calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor will provide the Company with as many copies of the current Fund prospectus Trust prospectus, statement of additional information, and any supplements thereto for the Designated Portfolio(s) Funds as the Company may reasonably request for distribution to Contract owners at owners. To the time extent that the Designated Funds are one or more of Contract fulfillment and confirmationseveral funds or series of the Trust, the Trust is obligated to provide the Company only with disclosure related to the Designated Funds. The Fund will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s)agent. If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-camera ready or electronic format, format and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the FundTrust's prospectus through electronic means to facilitate the Company's efforts to provide Fund Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2. 4.2 The FundTrust's prospectus will state that a Statement of Additional Information ("SAI") for the Fund Trust is available, and will disclose how investors may obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other communications to shareholders/ shareholders/Contract owners in such quantity as the Company will reasonably requirerequire with expenses to be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 4.4. 4.4 If and a meeting of shareholders of the Trust (or any Designated Funds) is called by the Trustees, the Company will, to the extent required by law, the Company will: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios Funds held in the Separate Account Accounts in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account Accounts 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 in the same proportion as shares of the Designated Funds for which instructions have been received from contract owners, so long as and to the extent that the Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor will provide the Company with as many copies of the current Fund Trust prospectus and any supplements thereto for the Designated Portfolio(sFund(s) as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund Trust will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund Trust or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(sFund(s) are one or more of several Funds of the FundTrust, the Fund Trust shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(sFund(s). .. If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-ready or electronic format, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the FundTrust's prospectus through electronic means to facilitate the Company's efforts to provide Fund Trust prospectuses via electronic delivery. 4.2. 4.2 The FundTrust's prospectus will state that a the Statement of Additional Information (the "SAI") for the Fund Trust is available, available and will disclose how investors may can obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other 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 ownersowners and will xxxx the Trust for the reasonable cost of such distribution. 4.4. 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 Funds held in the Separate Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account for which no timely instructions have been received in the same proportion as shares of such Designated Portfolio Fund 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 variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund Trust calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund or the Distributor 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 distribution, at the Fund's expense, to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds Portfolios of the Fund, the Fund shall be obligated to provide bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). If requested by the CompanyThe Fund will provide, in lieu thereof, the Fund or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-ready or electronic format, 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. The Fund or the Distributor willexpense, upon request, provide the Company with a copy as many copies of the Fund's prospectus through electronic means to facilitate the Company's efforts to provide Fund prospectuses via electronic delivery.said prospectus 4.2. 4.2 The Fund's prospectus will state that a the Statement of Additional Information (the "SAI") for the Fund is availableavailable 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 disclose how investors may obtain bill the SAIFund for the xxxxonable cost of such distribution. 4.3. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated Portfolios, reports to shareholders/Contract owners and other permissible communications to shareholders/ 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 ownersowners and will bill the Fund for the reasoxxxxe cost of such distribution. 4.4. 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 Separate Account in accordance with instructions received from Contract owners; and and (c) vote shares of the Designated Portfolios held in the Separate Account for which no timely instructions have been received 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 variable Contract owners. The Company reserves the right to vote Fund shares of the Designated Portfolios 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 Separate Accounts participating in the Fund calculate calculates voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order, as described in Section 7.1. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1940 Act) as well as with Xxxxions 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. The Fund or the Distributor 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 to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent for distributionagent. The Company will xxxx distribute the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated prospectus to provide the Company only with disclosure related to the Designated Portfolio(s). If requested by the Company, in lieu thereof, the Fund or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-ready or electronic format, 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 togetherexisting Contract owners. The Fund or the Distributor 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. The Company will bear the expense of printing and distributing prospectuses to prospective contractholders. 4.2. The Fund's prospectus will state that a the Statement of Additional Information (the "SAI") for the Fund is availableavailable free of charge upon request. 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 to prospective Contract owners and applicants and to any existing Contract owner who requests such statement or whenever state or federal law requires that such statement be provided. The Fund will disclose how investors may obtain provide the SAIcopies of said SAI to the Company or to its mailing agent. 4.3. The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated Portfolios, reports to shareholders/Contract owners and other permissible communications to shareholders/ 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 ownersowners 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: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Separate Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Separate Account for which no timely instructions have been received or are held by the Company on behalf of the Account that are not attributable to Contract owners, in the same proportion as shares of such Designated Portfolio for which instructions have been received from 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 variable Contract owners. The Company reserves the right to vote Fund shares of the Designated Portfolios held in any segregated asset account in its own right, to right in the extent permitted by lawsame proportion as shares of such Designated Portfolio for which instructions have been received from the Company's Contract owners. The Company will be responsible for assuring that the Separate Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as Exemptive Order described in Section 7.17.1 and consistent with any reasonable standards that the Fund may adopt and provide in writing. 4.5. The Company shall not, without prior notice to the Fund, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Fund in a manner other than as recommended by the Board. 4.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or to comply with Section 16( c) of the 1940 Act as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.13.1. The Fund or the Distributor will Adviser, at its expense, shall 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 to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds a typewritten copy of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s). If requested by the Company, in lieu thereof, the Fund or the Distributor will provide such documentation, including a final copy of a 's current prospectus set in type or camera-ready or electronic format, and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the prospectus for the Fund prospectus is amended more frequentlysupplemented or amended) to have the new prospectus for the Contracts and the Fund's new prospectus printed togethertogether in one document (such printing to be at the Company's expense). Upon request, 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 the statement of additional information for the Fund is available from the Fund (or its transfer agent) and shall print and provide such Statement to the Company and to any owner of a Contract or prospective owner who requests such Statement at the Fund's expense. 3.3. The Fund or the Distributor willAdviser, upon requestat its expense, shall provide the Company with a typewritten copy of the Fund's prospectus through electronic means communications to facilitate shareholders for printing and distributing to Contract owners and with copies of the Fund's proxy material and semi-annual and annual reports to shareholders (or may, at the Fund or the Adviser's option, reimburse the Company for the pro rata cost of printing such reports) in such quantities as the Company shall reasonably require, for distributing to Contract owners at the Company's efforts expense. Upon request, the Adviser shall be permitted to provide Fund prospectuses via electronic delivery. 4.2. The Fund's prospectus will state that a Statement review and approve the typeset form of Additional Information ("SAI") for the Fund is available, and will disclose how investors may obtain the SAI. 4.3. The Fund, at its expense, will provide the Company or its mailing agent with copies of its such proxy material, if any, with respect communications and shareholder reports prior to the Designated Portfolios, reports to shareholders/Contract owners and other 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 ownersprinting. 4.43.4. If and to the extent required by law, law (or the Mixed and Shared Funding Exemptive Order) the Company willshall: (ai) solicit voting instructions from Contract owners; (bii) vote the Fund shares of the Designated Portfolios held in the Separate Account in accordance with instructions received from Contract ownersowners or participants; and (ciii) vote Fund shares of the Designated Portfolios held in the Separate Account for which no timely instructions have been received in the same proportion as Fund 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 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 shares of the Designated Portfolios held in any segregated asset account of the Accounts in its their own right, to the extent permitted by law. 3.5. The Company Fund will be responsible for assuring that the Separate Accounts participating in the Fund calculate voting privileges in a manner consistent comply with all legal requirements, including applicable provisions of the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.11940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor will provide the Company with as many copies of the current Fund Trust prospectus and any supplements thereto for the Designated Portfolio(sFund(s) as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund Trust will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund Trust or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(sFund(s) are one or more of several Funds of the FundTrust, the Fund Trust shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(sFund(s). If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-ready or electronic format, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the FundTrust's prospectus through electronic means to facilitate the Company's efforts to provide Fund Trust prospectuses via electronic delivery. 4.2. 4.2 The FundTrust's prospectus will state that a the Statement of Additional Information (the "SAI") for the Fund Trust is available, available and will disclose how investors may can obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other 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 ownersowners and will xxxx the Trust for the reasonable cost of such distribution. 4.4. 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 Funds held in the Separate Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account for which no timely instructions have been received in the same proportion as shares of such Designated Portfolio Fund 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 variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund Trust calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund or the Distributor Trust will provide the Company with as many copies of the current Fund Trust prospectus and any supplements thereto for the Designated Portfolio(sFund(s) as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also To the extent that the Designated Fund(s) are one or more of several Funds of the Trust, the Trust shall be obligated to provide as many copies of said prospectus as necessary for distribution the Company only with disclosure related to existing Contract ownersthe Designated Fund(s). The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s)agent. If requested by the Company, in lieu thereof, the Fund Trust or the Distributor Adviser will provide such documentation, including a final copy of a current prospectus set in type or camera-camera ready or electronic format, format and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together. The Fund Trust or the Distributor Adviser will, upon request, provide the Company with a copy of the FundTrust's prospectus through electronic means to facilitate the Company's efforts to provide Fund Trust prospectuses via electronic delivery. 4.2. 4.2 The FundTrust's prospectus will state that a Statement of Additional Information ("SAI") for the Fund Trust is available, and will disclose how investors may obtain the SAI. 4.3. 4.3 The Fund, at its expense, Trust will provide the Company or its mailing agent with copies of its proxy material, if any, any with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other 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. 4.4. 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 Funds held in the Separate Account in accordance with instructions received from Contract owners; and and (c) vote shares of the Designated Portfolios Funds held in the Separate Account for which no timely instructions have been received in the same proportion as shares of such Designated Portfolio Fund 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 variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund Trust calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor Distributor, at its expense, will provide the Company with as many copies of the current Fund Trust prospectus and any supplements thereto for the Designated Portfolio(sFund(s) as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund Trust will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(sFund(s) are one or more of several Funds of the FundTrust, the Fund shall be Trust is obligated to provide the Company only with disclosure related to the Designated Portfolio(sFund(s). If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-ready or electronic format, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the FundTrust's prospectus through electronic means to facilitate the Company's efforts to provide Fund Trust prospectuses via electronic delivery. 4.2. 4.2 The FundTrust's prospectus will state that a the Statement of Additional Information (the "SAI") for the Fund Trust is available, available and will disclose how investors may can obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other communications to shareholders/ 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 ownersowners and will bill the Trust for the reasonable cost of such distributixx. 4.4. 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 Funds held in the Separate Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account for which no timely instructions have been received in the same proportion as shares of such Designated Portfolio Fund for which instructions have been received from the Company's Contract owners, so long as and to the extent that the Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund Trust calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1. 4.1 The Fund Trust or the Distributor will provide the Company with as many copies of the current Fund prospectus Trust prospectus, statement of additional information and any supplements thereto for the Designated Portfolio(s) Funds as the Company may reasonably request for distribution to Contract owners at owners. To the time extent that the Designated Funds are one or more of Contract fulfillment and confirmationseveral funds or series of the Trust, the Trust is obligated to provide the Company only with disclosure related to the Designated Funds. The Fund will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Fund Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will xxxx the Fund or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or more of several Funds of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Portfolio(s)agent. If requested by the Company, in lieu thereof, the Fund Trust or the Distributor will provide such documentation, including a final copy of a current prospectus set in type or camera-camera ready or electronic format, format and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund Trust prospectus is amended more frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together. The Fund Trust or the Distributor will, upon request, provide the Company with a copy of the FundTrust's prospectus through electronic means to facilitate the Company's efforts to provide Fund Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2. 4.2 The FundTrust's prospectus will state that a Statement of Additional Information ("SAI") for the Fund Trust is available, and will disclose how investors may obtain the SAI. 4.3. 4.3 The FundTrust, at its expense, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated PortfoliosFunds, reports to shareholders/Contract owners and other communications to shareholders/ shareholders/Contract owners in such quantity as the Company will reasonably requirerequire with expenses to be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 4.4. 4.4 If and a meeting of shareholders of the Trust (or any Designated Funds) is called by the Trustees, the Company will, to the extent required by law, the Company will: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios Funds held in the Separate Account Accounts in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios Funds held in the Separate Account Accounts 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 in the same proportion as shares of the Designated Funds for which instructions have been received from contract owners, so long as and to the extent that the Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company reserves the right to vote shares of the Designated Portfolios Funds 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 Separate Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order, as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.