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

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 applicable to its Designated Portfolios. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the The Fund will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(s)) and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution, at the Fund’s expense, distribution to Contract owners at the time of Contract fulfillment and confirmation. To The Fund will provide the extent that copies of said prospectus to the Designated Portfolio(s) are one Company or more of several Portfolios to its mailing agent. The Company will distribute the prospectus to existing Contract owners. The Fund will, upon request, provide the Company with a copy of the Fund, 's prospectus through electronic means to facilitate the Company's efforts to provide Fund shall prospectuses via electronic delivery. The Company will bear the cost expense of providing the Company only with disclosure related printing and distributing prospectuses to the Designated Portfolio(s)prospective contractholders. 4.2 The Fund's prospectus will state that the Statement of Additional Information (the "SAI") for the Fund on behalf is available free of one or more Designated Portfolios charge upon request. The Fund will provide the Company upon its request Company, at the Fund's expense, with as many copies of summary prospectuses the SAI and any supplements thereto in the same manner and at the same time that the Fund provides as the Company with statutory prospectusesmay 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 represents and warrants that will provide the summary prospectuses and any supplements provided thereto will comply with copies of said SAI to the requirements of Rule 498 applicable Company or to its Designated Portfoliosmailing agent. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and expense, shall will provide the Company or its mailing agent with summary prospectuses containing copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the appropriate hyperlinks required by Rule 498 Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Fund for the reasonable cost of such other documentation that may be required by Rule 498distribution. 4.4 The Fund may require If and to the extent required by law, the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other thingswill: (a) Current Annual solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received 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 the Company's Contract owners, so long as and Semito the extent that the Commission continues to interpret the 1940 Act to require pass-Annual Reports through voting privileges for variable Contract owners. The Company reserves the right to Shareholders vote Fund shares held in any segregated asset account in its own right in the same 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 Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Mixed and Shared Funding Exemptive Order described in Section 7.1 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 (i.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. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund Trust will timely provide the Company with as many copies of the current Fund Designated Portfolio’s summary prospectus (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the FundTrust’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the FundTrust, the Fund Trust shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund Trust represents and warrants that the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 applicable to its Designated Portfolios. To the extent requested by a Contract owner, the Trust will provide copies of the statutory prospectus to the Company for distribution. 4.3 4.2 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The FundTrust, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund may 4.3 To the extent the Trust discontinues use of the summary prospectus, the Trust will require the Company to terminate the use of the summary prospectuses by providing prospectuses. However, the Trust agrees to provide the Company with at least one hundred and thirty-five ninety (13590) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 4.4 The Fund Trust shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the The Fund will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(s)) and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution, at the Fund’s expense, distribution to Contract owners at the time of Contract fulfillment and confirmation. To The Fund will provide the extent that copies of said prospectus to the Designated Portfolio(s) are one Company or more of several Portfolios to its mailing agent. The Company will distribute the prospectus to existing Contract owners. The Fund will, upon request, provide the Company with a copy of the Fund, 's prospectus through electronic means to facilitate the Company's efforts to provide Fund shall prospectuses via electronic delivery. The Company will bear the cost expense of providing the Company only with disclosure related printing and distributing prospectuses to the Designated Portfolio(s)prospective contractholders. 4.2 The Fund's prospectus will state that the Statement of Additional Information (the "SAI") for the Fund on behalf is available free of one or more Designated Portfolios charge upon request. The Fund will provide the Company upon its request Company, at the Fund's expense, with as many copies of summary prospectuses the SAI and any supplements thereto in the same manner and at the same time that the Fund provides as the Company with statutory prospectusesmay 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 represents and warrants that will provide the summary prospectuses and any supplements provided thereto will comply with copies of said SAI to the requirements of Rule 498 applicable Company or to its Designated Portfoliosmailing agent. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and expense, shall will provide the Company or its mailing agent with summary prospectuses containing copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the appropriate hyperlinks required by Rule 498 Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Fund for the reasonable cost of such other documentation that may be required by Rule 498distribution. 4.4 The Fund may require If and to the extent required by law, the Company to terminate will: (a) solicit voting instructions from Contract owners; (b) vote the use shares of the summary prospectuses Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received or are held by providing the Company with at least one hundred 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 the Company's Contract owners, so long as and thirty-five (135) days’ prior written notice. The Fund agrees to the extent that the Company is not required Commission continues to distribute interpret the summary prospectuses 1940 Act to its require pass-through voting privileges for variable Contract owners and that any use will be in the discretion of the Companyowners. The Company shall provide reserves the right to vote Fund shares held in any segregated asset account in its own right in the same 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 Accounts participating in the Fund calculate voting privileges in a manner consistent with at least thirty (30) days’ prior written notice of its intended use of all legal requirements, including the summary prospectuses Mixed and at least sixty (60) days’ prior written notice of its intent to terminate use of Shared Funding Exemptive Order described in Section 7.1 and consistent with any reasonable standards that the summary prospectusesFund may adopt and provide in writing. 4.5 The Fund Company shall be responsible for preparingnot, hosting on its website, and providing without prior notice to the Company upon requestFund, induce Contract owners to vote on any matter submitted for consideration by the materials required shareholders of the Fund in a manner other than as recommended by Rule 30e-1 (“Rule 30e-1”) under the Board. 4.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and Item 27A(iin 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 Form N-1A (collectivelythe 1940 Act as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the “Required Materials,”) which may include, among other things:Fund will act in accordance with the Commission's interpretation of the requirements of Section 16 (a) Current Annual with respect to periodic elections of trustees and Semi-Annual Reports to Shareholders (i.with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund Designated Portfolio will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the FundDesignated Portfolio’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 The Fund on behalf of one or more Designated Portfolios Portfolio will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund Designated Portfolio provides the Company with statutory prospectuses. The Fund Adviser represents and warrants that the summary prospectuses and any supplements provided thereto relating to the Designated Portfolio will comply with the requirements of Rule 498 applicable to its Designated Portfolios498. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The FundDesignated Portfolio, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund Designated Portfolio may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days’ prior written notice. The Fund Designated Portfolio agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund Designated Portfolio with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 The Fund Designated Portfolio shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund Fund, through the Distributor, will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund Fund, through the Distributor, shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 The Fund Distributor on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund Distributor provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 applicable to its Designated Portfolios. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, through the Distributor, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 The Fund Distributor shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund Trust will timely provide the Company with as many copies of the current Fund Designated Portfolio’s summary prospectus (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the FundTrust’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the FundTrust, the Fund Trust shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund Trust represents and warrants that the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 applicable to its Designated Portfolios. To the extent requested by a Contract owner, the Trust will provide copies of the statutory prospectus to the Company for distribution. 4.3 4.2 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The FundTrust, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund may 4.3 To the extent the Trust discontinues use of the summary prospectus, the Trust will require the Company to terminate the use of the summary prospectuses by providing prospectuses. However, the Trust agrees to provide the Company with at least one hundred and thirty-five ninety (13590) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 4.4 The Fund Trust shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 30e-l (“Rule 30e-130e-l”) under the 1940 Act and Item 27A(i) of Form N-1A N-lA (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus or summary prospectus supplement, when that supplement is issued), the Fund ▇. ▇▇▇▇ Price, or its affiliate on its behalf), will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(sFund(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 The Fund ▇. ▇▇▇▇ Price, or its affiliate on its behalf, on behalf of one or more Designated Portfolios Funds will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund ▇. ▇▇▇▇ Price represents and warrants that the summary prospectuses it has established policies and any supplements provided thereto will procedures reasonably designed to comply with the requirements of Rule 498 applicable to its Designated PortfoliosFunds and their summary prospectuses. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the Company with summary prospectuses prospectuses, for existing Contract Owners, containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund ▇. ▇▇▇▇ Price may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five sixty (13560) days’ prior written notice, provided however that this requirement shall not prohibit the Fund from updating any summary prospectuses as deemed appropriate, in its sole discretion. The Fund agrees ▇. ▇▇▇▇ ▇▇▇▇▇ acknowledges that the Company is not required solely responsible to distribute the ensure that summary prospectuses are delivered to its Contract owners Owners in compliance with all applicable laws, rules and regulations and that any use of such summary prospectuses will be in the discretion of the Company. The Company shall provide the Fund ▇. ▇▇▇▇ ▇▇▇▇▇ with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 applicable to its Designated Portfolios. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five ninety (13590) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the 4.1. The Fund will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(s)) and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution, at the Fund’s expense, distribution to Contract owners at the time of Contract fulfillment and confirmation. To The Fund will provide the extent that copies of said prospectus to the Designated Portfolio(s) are one Company or more of several Portfolios to its mailing agent. The Company will distribute the prospectus to existing Contract owners. The Fund will, upon request, provide the Company with a copy of the Fund, 's prospectus through electronic means to facilitate the Company's efforts to provide Fund prospectuses via electronic delivery. The Company will bear the expense of printing and distributing prospectuses to prospective contractholders. 4.2. The Fund's prospectus will state that the Statement of Additional Information (the "SAI") for the Fund shall bear the cost is available free of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 charge upon request. The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request Company, at the Fund's expense, with as many copies of summary prospectuses the SAI and any supplements thereto in the same manner and at the same time that the Fund provides as the Company with statutory prospectusesmay 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 represents and warrants that will provide the summary prospectuses and any supplements provided thereto will comply with copies of said SAI to the requirements of Rule 498 applicable Company or to its Designated Portfoliosmailing agent. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 4984.3. The Fund, at its sole cost and expense, shall will provide the Company or its mailing agent with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund may require the Company copies of its proxy material, if any, reports to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its shareholders/Contract owners and that any use other permissible communications to shareholders/Contract owners in such quantity as the Company will be in the discretion of the Companyreasonably require. The Company shall provide will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Fund with at least thirty (30) days’ prior written notice for the reasonable cost of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectusessuch distribution. 4.5 The Fund shall be responsible for preparing, hosting on its website, 4.4. If and providing to the Company upon requestextent required by law, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other thingsCompany will: (a) Current Annual solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received 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-the Company's Contract owners, so long as and Semito the extent that the Commission continues to interpret the 1940 Act to require pass-Annual Reports through voting privileges for variable Contract owners. The Company reserves the right to Shareholders vote Fund shares held in any segregated asset account in its own right in the same 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 Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Mixed and Shared Funding Exemptive Order described in Section 7.1 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 (i.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. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund will timely provide the Company with as many copies of the current Fund Summary and Statutory prospectus in paper and electronic format (and in the case of electronic format, describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with electronic versions of summary prospectus disclosure related only to the Designated Portfolio(s). 4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will comply in all material respects with the requirements of Rule 498 applicable to its Designated Portfolios. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply in all material respects with the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days’ prior written notice. The Fund agrees that the Company is not required by the Fund to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund will timely provide the Company with as many copies of the current Fund prospectus (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). 4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its written request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 applicable to its Designated Portfolios. 4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. 4.4 The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five thirty (13530) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use or termination of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses. 4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials,”) which may include, among other things: (a) Current Annual and Semi-Annual Reports to Shareholders (i.