Common use of PROSPECTUSES AND PROXY STATEMENTS Clause in Contracts

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information ("SAI"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on the Company's website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company's web-site or printed individually by the Company if it so chooses. The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2. The Fund's prospectus shall state that the current SAI for the Fund is available. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company. proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4. The Fund will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act. 3.5. In the event a meeting of shareholders of the Fund (or any Designated Portfolio) is called by the Trustees, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; (iii) vote the Portfolio(s) shares held in the Account for which no instructions have been received, in the same proportion as Portfolio(s) shares for which instructions have been received from 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; and (iv) take responsibility for assuring that the Accounts calculate voting privileges in a manner consistent with other Participating Insurance Companies. The Fund and Adviser agree to assist the Company and the other Participating Insurance Companies in carrying out this responsibility.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.14.1. The Fund Trust or its agent shall provide the Company with as many printed copies of the Trust’s current prospectus, current Statement of Additional Information prospectus ("SAI"describing only the Designated Portfolios listed on Schedule A), supplementsany supplements thereto or, proxy statementsto the extent permitted and requested by Company, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) the Trust’s profiles as the Company may reasonably request to deliver to existing Contract ownersrequest. If requested by the Company in lieu thereof, the Fund Trust or its agent shall provide such documents documentation (including a "camera-“camera ready" ” final copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting documentation on the Company's website, all as the Company may reasonably requestdiskette) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Trust is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Trust’s prospectus or profile printed together in a single document one or posted on the Company's web-site or printed individually by the Company if it so choosesmore documents. The Adviser shall be permitted Trust agrees to review and approve cooperate with Company to provide the typeset form of the Fund's Prospectus prior documents on a timely basis to such printingmeet Company’s reasonable deadline requirements for production. 4.2. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2. The Fund's prospectus shall state that the current SAI for the Fund is available. 3.3. The Fund Trust or its agent shall provide the Company with information regarding the Fund's Designated Portfolios’ expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company. Company proposes to modify the information, agrees to provide the Trust or its agent with an opportunity to review such proposed modification prior to its use by the Company, and agrees that it may not modify such information in any way to use the proposed modification without the prior consent of the Fund, which consent shall not be unreasonably withheldTrust or its agent. 3.44.3. The Fund will pay Trust or cause its agent shall provide the Company with copies of the Designated Portfolios’ proxy material, reports to be paid shareholders (describing only the expenses associated with text composition, printing, mailing, distributingDesignated Portfolios listed on Schedule A), and tabulation of proxy statements and voting instruction solicitation materials other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act. 3.5owners. In the event a meeting of shareholders of the Fund (or any Designated Portfolio) is called If requested by the TrusteesCompany in lieu thereof, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio(s) shares held Trust or its agent shall provide Shareholder Communications in the Account in accordance with instructions received from Contract owners; (iii) vote the Portfolio(s) shares held in the Account for which no instructions have been received, in the same proportion as Portfolio(s) shares for which instructions have been received from 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; and (iv) take responsibility for assuring that the Accounts calculate voting privileges in a manner consistent with other Participating Insurance Companies“camera ready” format on diskette. The Fund Trust agrees to cooperate with Company to provide such Shareholder Communications on a timely basis to meet Company’s reasonable deadline requirements for production and Adviser agree to assist the Company and the other Participating Insurance Companies in carrying out this responsibilitydelivery.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.14.1. The Fund Trust or its agent shall provide the Company with as many printed copies of the Trust's current prospectus, current Statement of Additional Information prospectus ("SAI"describing only the Designated Portfolios listed on Schedule A), supplementsany supplements thereto or, proxy statementsto the extent permitted and requested by Company, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) the Trust's profiles as the Company may reasonably request to deliver to existing Contract ownersrequest. If requested by the Company in lieu thereof, the Fund Trust or its agent shall provide such documents documentation (including a "camera-camera ready" final copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting documentation on the Company's website, all as the Company may reasonably requestdiskette) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Trust is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Trust's prospectus or profile printed together in one or more documents. The Trust agrees to cooperate with Company to provide the documents on a single document or posted on the timely basis to meet Company's web-site or printed individually by the Company if it so choosesreasonable deadline requirements for production. 4.2. The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2. The Fund's prospectus shall state that the current SAI for the Fund is available. 3.3. The Fund Trust or its agent shall provide the Company with information regarding the Fund's Designated Portfolios' expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company. Company proposes to modify the information, agrees to provide the Trust or its agent with an opportunity to review such proposed modification prior to its use by the Company, and agrees that it may not modify such information in any way to use the proposed modification without the prior consent of the FundTrust or its agent, which consent shall not be unreasonably withheld. 3.44.3. The Fund will pay Trust or cause its agent shall provide the Company with copies of the Designated Portfolios' proxy material, reports to be paid shareholders (describing only the expenses associated with text composition, printing, mailing, distributingDesignated Portfolios listed on Schedule A), and tabulation of proxy statements and voting instruction solicitation materials other communications to shareholders (each, a "Shareholder Communication") in such quantity as the Company shall reasonably require for distributing to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act. 3.5owners. In the event a meeting of shareholders of the Fund (or any Designated Portfolio) is called If requested by the TrusteesCompany in lieu thereof, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio(s) shares held Trust or its agent shall provide Shareholder Communications in the Account in accordance with instructions received from Contract owners; (iii) vote the Portfolio(s) shares held in the Account for which no instructions have been received, in the same proportion as Portfolio(s) shares for which instructions have been received from 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; and (iv) take responsibility for assuring that the Accounts calculate voting privileges in a manner consistent with other Participating Insurance Companies"camera ready" format on diskette. The Fund Trust agrees to cooperate with Company to provide such Shareholder Communications on a timely basis to meet Company's reasonable deadline requirements for production and Adviser agree to assist the Company and the other Participating Insurance Companies in carrying out this responsibilitydelivery.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.14.1. The Fund Trust or its agent shall provide the Company with as many printed copies of the Trust's current prospectus, current Statement of Additional Information prospectus ("SAI"describing only the Designated Portfolios listed on Schedule A), supplementsany supplements thereto or, proxy statementsto the extent permitted and requested by Company, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) the Trust's profiles as the Company may reasonably request to deliver to existing Contract ownersrequest. If requested by the Company in lieu thereof, the Fund Trust or its agent shall provide such documents documentation (including a "camera-camera ready" final copy of such documents as set documentation on diskette or electronically in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on the Company's website, all as the Company may reasonably request.pdf format) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Trust is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Trust's prospectus or profile printed together in one or more documents. The Trust agrees to cooperate with Company to provide the documents on a single document or posted on the timely basis to meet Company's web-site or printed individually by the Company if it so choosesreasonable deadline requirements for production. 4.2. The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2. The Fund's prospectus shall state that the current SAI for the Fund is available. 3.3. The Fund Trust or its agent shall provide the Company with information regarding the Fund's Designated Portfolios' expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company. Company proposes to modify the information, agrees to provide the Trust or its agent with an opportunity to review such proposed modification prior to its use by the Company, and agrees that it may not modify such information in any way to use the proposed modification without the prior consent of the FundTrust or its agent, which consent shall not be unreasonably withheld. 3.44.3. The Fund will pay Trust or cause its agent shall provide the Company with copies of the Designated Portfolios' proxy material, reports to be paid shareholders (describing only the expenses associated with text composition, printing, mailing, distributingDesignated Portfolios listed on Schedule A), and tabulation of proxy statements and voting instruction solicitation materials other communications to shareholders (each, a "Shareholder Communication") in such quantity as the Company shall reasonably require for distributing to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act. 3.5owners. In the event a meeting of shareholders of the Fund (or any Designated Portfolio) is called If requested by the TrusteesCompany in lieu thereof, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio(s) shares held Trust or its agent shall provide Shareholder Communications in the Account "camera ready" format on diskette or electronically in accordance with instructions received from Contract owners; (iii) vote the Portfolio(s) shares held in the Account for which no instructions have been received, in the same proportion as Portfolio(s) shares for which instructions have been received from 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; and (iv) take responsibility for assuring that the Accounts calculate voting privileges in a manner consistent with other Participating Insurance Companies.pdf format. The Fund Trust agrees to cooperate with Company to provide such Shareholder Communications on a timely basis to meet Company's reasonable deadline requirements for production and Adviser agree to assist the Company and the other Participating Insurance Companies in carrying out this responsibilitydelivery.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.14.1. The Fund CGM or its agents shall provide the Company with as many printed copies of the Funds' current prospectus, current Statement of Additional Information prospectus ("SAI"describing only the Designated Funds listed on Schedule A), supplementsany supplements thereto or, proxy statementsto the extent permitted and requested by Company, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) the Funds's profiles as the Company may reasonably request to deliver to existing Contract ownersrequest. If requested by the Company in lieu thereof, the Fund Funds or their agents shall provide such documents documentation (including a "camera-camera ready" final copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting documentation on the Company's website, all as the Company may reasonably requestdiskette) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Funds is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Funds's prospectus or profile printed together in one or more documents. The Funds agrees to cooperate with Company to provide the documents on a single document or posted on the timely basis to meet Company's web-site or printed individually by the Company if it so choosesreasonable deadline requirements for production. 4.2. The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2. The Fund's prospectus shall state that the current SAI for the Fund is available. 3.3. The Fund CGM or its agents shall provide the Company with information regarding the Fund's Designated Funds' expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company. Company proposes to modify the information, agrees to provide the Funds or its agent with an opportunity to review such proposed modification prior to its use by the Company, and agrees that it may not modify such information in any way to use the proposed modification without the prior consent of the FundFunds or its agent, which consent shall not be unreasonably withheld. 3.44.3. The Fund will pay CGM or cause its agents shall provide the Company with copies of the Designated Funds' proxy material, reports to be paid shareholders (describing only the expenses associated with text composition, printing, mailing, distributingDesignated Funds listed on Schedule A), and tabulation of proxy statements and voting instruction solicitation materials other communications to shareholders (each, a "Shareholder Communication") in such quantity as the Company shall reasonably require for distributing to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act. 3.5owners. In the event a meeting of shareholders of the Fund (or any Designated Portfolio) is called If requested by the TrusteesCompany in lieu thereof, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio(s) shares held CGM or its agents shall provide Shareholder Communications in the Account in accordance with instructions received from Contract owners; (iii) vote the Portfolio(s) shares held in the Account for which no instructions have been received, in the same proportion as Portfolio(s) shares for which instructions have been received from 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; and (iv) take responsibility for assuring that the Accounts calculate voting privileges in a manner consistent with other Participating Insurance Companies"camera ready" format on diskette. The Fund CGM agrees to cooperate with Company to provide such Shareholder Communications on a timely basis to meet Company's reasonable deadline requirements for production and Adviser agree to assist the Company and the other Participating Insurance Companies in carrying out this responsibilitydelivery.