PROSPECTUSES AND PROXY STATEMENTS Clause Samples

PROSPECTUSES AND PROXY STATEMENTS. Voting ------------------------------------------ 3.1 The Underwriter shall provide 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 amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the 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 expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; 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, so long as and to the extent that the Securities and Exchange Commission 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 segregated asset amount 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 on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 The Fund will comply with all provisions of the 1940 Act req...

PROSPECTUSES AND PROXY STATEMENTS. VOTING -----------------------------------------

PROSPECTUSES AND PROXY STATEMENTS. 4.1. The Trust or its agent shall provide the Company with as many copies of the Trust’s current prospectus (describing only the Designated Portfolios listed on Schedule A), any supplements thereto or, to the extent permitted and requested by Company, the Trust’s profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust or its agent shall provide such documentation (including a “camera ready” final copy of such documentation on diskette) and 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 the prospectus for the Contracts and the 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 timely basis to meet Company’s reasonable deadline requirements for production. 4.2. The Trust or its agent shall provide the Company with information regarding the 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 shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the 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 not to use the proposed modification without the consent of the Trust or its agent. 4.3. The Trust or its agent shall provide the Company with copies of the Designated Portfolios’ proxy material, reports to shareholders (describing only the Designated Portfolios listed on Schedule A), and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Trust or its agent shall provide Shareholder Communications in “camera ready” format on diskette. The 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 delivery.

PROSPECTUSES AND PROXY STATEMENTS. Voting 6 -----------------------------------------

PROSPECTUSES AND PROXY STATEMENTS. Voting 3.1. Except as otherwise stated herein, the Fund shall bear the costs of preparing, filing with the SEC, and setting for printing the Fund's prospectus, Statement of Additional Information ("SAI"), including any amendments or supplements thereto, periodic reports to shareholders, Fund proxy material and other shareholder communications (collectively, the "Fund Materials"), and the Fund will provide to the Company a camera-ready or other formatted copy of all Fund Materials. It is understood and agreed that the Company is not responsible for the content of the Fund Materials, except to the extent that statements in the Fund Materials reflect information given to the Fund by the Company. It is also understood and agreed that, except with respect to information provided to the Company by the Fund, the Distributor or the Adviser, the Portfolios, the Fund, the Distributor and the Adviser shall not be responsible for the content of the prospectus, SAI or disclosure statement for the Contracts or non-affiliated funds.

PROSPECTUSES AND PROXY STATEMENTS. Voting 3.1. At least annually, the Adviser shall provide FirstGWL&A and Schwab with as many copies of the Fund's current prospectus for the Designated Portfolio(s) as FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contractowners with respect to new sales of a Contract). If requested by FirstGWL&A in lieu thereof, the Adviser or Fund shall provide such documentation (including a camera-ready copy and computer diskette of the current prospectus for the Designated Portfolio(s)) and other assistance as is reasonably necessary in order for FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in one document. The Fund and Adviser agree that the prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may be in the Fund unless, in the reasonable judgment of the Fund's counsel, such disclosure is required by law. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contractowners, then the Fund and/or the Adviser shall provide FirstGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E hereof, as FirstGWL&A may reasonably require to permit timely distribution thereof to Contractowners. The SAIs may name or describe portfolios or series other than the Designated Portfolio(s) that may be in the Fund. The Adviser and/or the Fund shall also provide SAIs to any Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to FirstGWL&A or Schwab). 3.3. The Fund and/or the Adviser shall provide FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E hereof, as FirstGWL&A may reasonably require to permit timely distribution thereof to Contractowners. 3.4. It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in ...

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

PROSPECTUSES AND PROXY STATEMENTS. Voting 4.1. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the owners of Variable Contracts issued by the Company as required to be distributed to such Variable Contract owners under applicable federal or state law. 4.2. PIMCO shall provide the Company with as many copies of the current prospectus of the Trust as the Company may reasonably request. If requested by the Company in lieu thereof, PIMCO shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus or offering document for the Variable Contracts issued by the Company and the current prospectus for the Trust. PIMCO shall bear the expense of printing copies of the Trust's current prospectus that will be distributed to Variable Contract owners. 4.3. PIMCO shall provide (1) without expense to the Company, one copy of the Trust's current SAI to the Company and to any owner of a Variable Contract issued by the Company who requests such SAI, and (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by the Company. 4.4. As required by applicable law, PIMCO, without expense to the Company, shall provide the Company with copies of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by the Company and for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, PIMCO shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by the Company, such printing and distribution to be at the expense of the Company. 4.5. The Company shall vote shares of each Series of the Trust held in a Separate Account or a subaccount thereof at regular an...

PROSPECTUSES AND PROXY STATEMENTS. Voting 3.1. INVESCO shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the Company's current prospectus as the Insurance Company may reasonably request for sales to new contract holders. INVESCO shall provide the Insurance Company (at INVESCO's) expense) with as many copies of the Company's current prospectus as is necessary to mail to existing contract holders. If requested by the Insurance Company in lieu thereof, the Company shall provide such documentation (including a final copy of the new prospectus as set in type at the Company's expense) and other assistance as Is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Company is amended) to have the prospectus for the Contracts and the Company's prospectus printed together in one document (at the Insurance Company's expense). The Insurance Company will be responsible for mailing costs associated with distributing to existing and prospective contract holders.