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

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policyowners whose Policies are funded by such Shares. Each Trust or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the parties agree to abide by Schedule C with respect to the use and delivery of summary prospectuses, and the term “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, a Trust or its designee shall provide such documentation (including a “camera ready” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; such Trust or its designee to bear the cost of printing the Shares’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that a Trust or its designee provides such Trust’s prospectus in a “camera ready” or diskette or electronic file format, such Trust shall be responsible for providing the prospectus in the format in which it or the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 170757 [page break] 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. Each Trust or its designee, at the Company’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of such Trust’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policyowners. In lieu thereof, the Trust, at its expense, or its designee shall provide such documentation to the Company, at the Company’s option, in camera ready format or pdf files and other assistance as is reasonably necessary in order for the Company to print such shareholder communications for distribution to Policyowners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policyowners; (b) vote the Shares in accordance with instructions received from Policyowners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policyowners; 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 will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policyownerss. The Company reserves the right to vote shares held in any 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 holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. Each Trust and MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, each Trust the Fund or its designee the Manager shall provide the Company, free of charge, with as many copies of the Fund's current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to both existing Policyowners whose Policies are funded by such Shares. Each Trust or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to Policy owners and prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the parties agree to abide by Schedule C with respect to the use and delivery of summary prospectuses, and the term “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trustpurchasers. If requested by the Company in lieu thereof, a Trust or its designee the Fund shall provide such documentation (including a “final "camera ready” " copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printerFund's expense) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares Fund is supplemented or amended) to have the prospectus for the Policies and the Fund's prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company Company, and (b) the relevant Trust(s) Fund or its designee the Manager, in proportion to the number of pages of the Policy and Shares’ prospectusesFund Prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts, etc.; such Trust the Fund or its designee the Manager to bear the cost of printing the Shares’ prospectus Fund's portion of such document for distribution to owners of existing Policies funded by the Shares document, and the Company to bear the expenses of printing the Account's portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that a Trust or its designee provides such Trust’s prospectus in a “camera ready” or diskette or electronic file format, such Trust shall be responsible for providing the prospectus in the format in which it or the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 170757 [page break]document. 3.2. The Fund's prospectus for the Shares shall state that the statement Statement of additional information Additional Information for the Shares Fund is available from the relevant Trust Fund (or its designeea specified affiliate). Each Trust The Fund or its designeean affiliate, at its expense, shall print and provide such statement Statement free of additional information charge to the Company (or a master of such statement suitable for duplication by the Company) for distribution and to any owner of a Policy funded by the Shares. Each Trust or its designee, at the Company’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the SharesStatement. 3.3. Each Trust or The Fund, at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of such Trust’s its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution distributing to Policyowners. In lieu thereof, the Trust, at its expense, or its designee shall provide such documentation to the Company, at the Company’s option, in camera ready format or pdf files and other assistance as is reasonably necessary in order for the Company to print such shareholder communications for distribution to PolicyownersPolicy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (ai) solicit voting instructions from PolicyownersPolicy owners; (bii) vote the Shares Fund shares in accordance with instructions received from PolicyownersPolicy owners; and (ciii) vote the Shares Fund shares for which no instructions have been received in the same proportion as the Shares Fund shares of such Portfolio for which instructions have been received from Policyownersreceived; so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policyownerss. The Company reserves the right to vote Fund shares held in any segregated asset account the Account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The process of soliciting Policy owners' voting instructions, tabulating votes, etc. shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges conducted in the manner required by the Mixed and Shared Funding Exemptive Order. Each Trust and MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderaccordance with Schedule B attached hereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policyowners whose Policies are funded by such Shares. Each Trust or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the parties agree to abide by Schedule C with respect to the use and delivery of summary prospectuses, and the term “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, a Trust or its designee shall provide such documentation (including a “camera ready” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; such Trust or its designee to bear the cost of printing the Shares’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that a Trust or its designee provides such Trust’s prospectus in a “camera ready” or diskette or electronic file format, such Trust shall be responsible for providing the prospectus in the format in which it or the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 170757 [page break]. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. Each Trust or its designee, at the Company’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares.. 170757 [page break] 3.3. Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of such Trust’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policyowners. In lieu thereof, the Trust, at its expense, or its designee shall provide such documentation to the Company, at the Company’s option, in camera ready format or pdf files and other assistance as is reasonably necessary in order for the Company to print such shareholder communications for distribution to Policyowners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policyowners; (b) vote the Shares in accordance with instructions received from Policyowners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policyowners; 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 will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policyownerss. The Company reserves the right to vote shares held in any 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 holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. Each Trust and MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.