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

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. The Trust shall provide the Company (at the Trust's expense) with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type at the Trust's expense) and other assistance as is reasonably necessary in order for the Company once a year (or more frequently if the prospectus for the Trust is supplemented or amended) to have the prospectus for the Contracts and the Trust's prospectus printed together in one document (such printing to be at the Trust's expense). 3.2. The Trust's prospectus shall state that the Statement of Additional Information for the Trust is available from the Trust. The Trust, at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a contract or prospective owner who requests such Statement. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders and other communications to stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law (or the Mixed Funding Exemptive Order) the Company shall: 1. solicit voting instructions from contract owners;

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 The Trust Underwriter shall provide the Company (at the TrustUnderwriter's expense) with as many copies of the TrustFund's current prospectus as the Company may reasonably reasonable request. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type at the TrustFund's expense) and other assistance as is reasonably necessary in order for the Company once a each year (or more frequently if the prospectus for the Trust Fund is supplemented or amended) to have the prospectus for the Contracts and the TrustFund's prospectus printed together in one document (such printing to be at the TrustCompany's expense). 3.2. 3.2 The TrustFund's prospectus shall state that the Statement of Additional Information ("SAI") for the Trust Fund is available from the Trust. The TrustCompany, and the Underwriter (or the Fund), at its expense, shall print and provide a copy of such Statement SAI free of charge to the Company for itself and to any for an owner of a contract or prospective owner Contract who requests such StatementSAI. 3.3. 3.3 The TrustFund, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders shareholders, and other communications to stockholders shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law (or the Mixed Funding Exemptive Order) the 3.4 The Company shall: 1. (I) solicit voting instructions from contract Contract owners;

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 The Trust Underwriter shall provide the Company (at the TrustCompany's expense) with as many copies of the TrustFund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type at the TrustFund's expense) and other assistance as is reasonably necessary in order for the Company once a each year (or more frequently if the prospectus for the Trust Fund is supplemented or amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and in one document. The form of the TrustFund's prospectus printed together in one document (such printing and/or statement of additional information provided to the Company shall be at the Trust's expense)final form of prospectus and statement of additional information as filed with the Securities and Exchange Commission which shall include either, individually or collectively, only those Portfolios offered by the Company. 3.2. 3.2 The TrustFund's prospectus shall state that the Statement of Additional Information for the Trust Fund is available from the Trust. The TrustUnderwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a contract Contract or prospective owner who requests such Statement. 3.3. 3.3 The TrustFund, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders and other communications to stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. 3.4 If and to the extent required by law (or the Mixed Funding Exemptive Order) the Company shall: 1. : (i) solicit voting instructions from contract Contract owners;; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and