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

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. The Fund or the Adviser, at its expense, shall provide a typewritten copy of the Fund's current prospectus and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document. 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 Adviser, at its expense, shall provide the Company with a typewritten copy of the Fund's communications to 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 expense. Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material, communications and shareholder reports prior to such printing. 3.4. If and to the extent required by law (or the Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners or participants; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's 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. The Company reserves the right to vote Fund shares held in any Account in its own right, to the extent permitted by law. 3.5. The Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 The Fund or Underwriter shall provide the AdviserCompany, at its the Company's expense, shall provide a typewritten copy with as many copies of the Fund's current prospectus (including supplements thereto) as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final copy of a current prospectus set in type at the Fund's expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is supplemented or amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. Upon request, in such case the Adviser Fund shall be permitted to review and approve the typeset form bear its share of the Fund's prospectus prior to such printingexpenses as described above. 3.2. 3.2 The Fund's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Fund Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or its transfer agentthe Fund) and shall print and provide such Statement Statement, at its expense, to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the FundCompany's expense, to any prospective contractowner and applicant who requests such statement. 3.3. 3.3 The Fund or the AdviserFund, at its expense, shall provide the Company with a typewritten copy copies of the Fund's its proxy material, if any, reports to shareholders and other communications to 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 quantity as the Company shall reasonably require, for require and shall bear the costs of distributing them to Contract owners at the Company's expense. Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material, communications and shareholder reports prior to such printingexisting contractowners or participants. 3.4. 3.4 If and to the extent required by law (or the Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Fund shares held in the Account in accordance with instructions received from Contract owners contractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's Contract ownerscontractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable Contract ownerscontractowners. The Company reserves the right to vote Fund shares held in any Account segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. 3.5 The Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 The Fund or the Adviser, at its expense, Underwriter shall provide a typewritten copy the Company (at the Company's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document. Upon request, document (such printing to be at the Adviser shall be permitted to review and approve the typeset form of the FundCompany's prospectus prior to such printingexpense). 3.2. 3.2 The Fund's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Fund Underwriter (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 transfer agent) and 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 at the Fund's expenseStatement. 3.3. 3.3 The Fund or the AdviserFund, at its expense, shall provide the Company with a typewritten copy copies of the Fund's its proxy material, reports to stockholders and other communications to 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) stockholders in such quantities quantity as the Company shall reasonably require, require for distributing to Contract owners at the Company's expense. Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material, communications and shareholder reports prior to such printingowners. 3.4. 3.4 If and to the extent required by law (or the Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners or participantsowners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's Contract owners; received: so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Investment Company Act to require pass-through voting privileges for variable Contract contract owners. The Company reserves the right to vote Fund shares held in any Account segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 3.5 The Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or 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 Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 The Fund or the Adviser, at its expense, Underwriter shall provide a typewritten copy the Company (at the Company's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and the Fund's prospectus printed together in one document. Upon request, the Adviser shall be permitted to review and approve the typeset The form of the Fund's prospectus prior and/or statement of additional information provided to such printingthe Company shall be the 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 Fund's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Fund Underwriter (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 transfer agent) and 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 at the Fund's expenseStatement. 3.3. 3.3 The Fund or the AdviserFund, at its expense, shall provide the Company with a typewritten copy copies of the Fund's its proxy material, reports to stockholders and other communications to 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) stockholders in such quantities quantity as the Company shall reasonably require, require for distributing to Contract owners at the Company's expense. Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material, communications and shareholder reports prior to such printingowners. 3.4. 3.4 If and to the extent required by law (or the Mixed and Shared Funding Exemptive Order) the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners or participantsowners; and and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's Contract owners; received: so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Investment Company Act to require pass-through voting privileges for variable Contract contract owners. The Company reserves the right to vote Fund shares held in any Account segregated asset account in its own right, to the extent permitted by law.extent 3.5. 3.5 The Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or 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 Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange 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. 3.1. 3.1 The Fund or the Adviser, at its expense, Underwriter shall provide a typewritten copy the Company (at the Company's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and the Fund's prospectus printed together in one document. Upon request, the Adviser shall be permitted to review and approve the typeset The form of the Fund's prospectus prior and/or statement of additional information provided to such printingthe Company shall be the 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 Fund's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Fund Underwriter (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 transfer agent) and 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 at the Fund's expenseStatement. 3.3. 3.3 The Fund or the AdviserFund, at its expense, shall provide the Company with a typewritten copy copies of the Fund's its proxy material, reports to stockholders and other communications to 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) stockholders in such quantities quantity as the Company shall reasonably require, require for distributing to Contract owners at the Company's expense. Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material, communications and shareholder reports prior to such printingowners. 3.4. 3.4 If and to the extent required by law (or the Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners or participantsowners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's Contract owners; received: so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Investment Company Act to require pass-through voting privileges for variable Contract contract owners. The Company reserves the right to vote Fund shares held in any Account segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 3.5 The Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or 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 Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange 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.