Common use of Obligations of the Parties Clause in Contracts

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 25, 1998, is required to bear the costs) of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named within 20 days of the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. (b) The Trust shall furnish, or cause to be furnished, to the Company or its designee, a copy of each Trust prospectus or statement of additional information in which the Company is named within 20 days of the filing of such document with the Securities and

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company Trust or its adviser shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract ownersowners for proxy materials initiated by the Trust or its adviser; the Company shall bear such costs for proxy materials initiated by the Company. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing Ming of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company., the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 15, 1998, is required to bear the costs) of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. (a) The Company shall furnish or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named within 20 days of the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. (b) The Trust shall furnish, or cause to be furnished, to the Company or its designee, a copy of each Trust prospectus or statement of additional information in which the -4- Company is named within 20 days of the filing of such document with the Securities and Exchange Commission. The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. 2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 The Trust 2.1. PVC shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses prospectuses, profiles (if any) and statements of additional information of the TrustPVC. The Trust PVC shall bear the costs of registration and qualification of its shares, preparation and filing of or the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust PVC shall either (a) provide the Company (at the Company's expense) with as many copies of the TrustPVC's Shares' current prospectus, profile (if any), annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera camera-ready copy of such documents in a form suitable for printing. The Trust shall PVC hall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. PVC shall also provide the Company with such other assistance as is reasonably necessary in order for the Company once each year (or as often as is required by the SEC) to have the prospectus for the Contracts and the prospectus or profile (if any) for the Funds printed together in one document. The Trust prospectus, profile (if any) and statement of additional information provided by PVC shall relate either to all funds of PVC or only the Funds of PVC, as the Company shall reasonably request. PVC (at its expense) shall provide the Company with copies of any TrustPVC-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the TrustPVC's Shares' prospectus, profile (if any), statement of additional information, shareholder reports and other shareholder communications (including sales literature) which are to be distributed to, and the costs of distributing such materials to, owners of and applicants for policies Contracts for which Shares of the Trust are PVC is serving or are is to serve as an underlying investment vehicle. The Company shall bear the costs of distributing proxy materials xxxxxxx.xx (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in owners' ill accordance with applicable federal and state securities laws. PFDI agrees to pay the Company a fee based on attached Schedule B for reimbursement for the costs associated with the printing and distribution of materials and with the administrative processing of PVC Fund shares. 2.4. The Company shall furnish, or cause to be furnished, to PVC (bor its designee), a copy of the Contract prospectus and statement of additional information in which PVC or PFDI is first named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee) If a copy of each subsequent Contract prospectus and statement of additional information in which PVC or PFDI is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to PVC or PFDI. PVC may, in its reasonable discretion, request that the Company elects modify any references to include any materials provided by PVC or PFDI in subsequent filings. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee), each piece of sales literature or other promotional material in which PVC or PFDI is named, at least five Business Days prior to its use or concurrently with the Trustfiling of such document with the NASD, specifically prospectuseswhichever is greater. No such material shall be used if PVC (or its designee) reasonably objects to such use within five Business Days after receipt of such material. 2.5. PVC shall furnish, SAIsor cause to be furnished, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, to the Company assumes sole responsibility for maintaining (or its designee), a copy of any initial PVC prospectus and statement of additional information in which the Company is first named prior to the filing of such materials document with the SEC. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) a copy of each subsequent PVC prospectus, profile (if any) and statement of additional information in which the form Company is named concurrently with the filing of such document with the SEC provided by that there are no material changes in disclosure related to the Trust and for promptly replacing Company. The Company may, in its reasonable discretion, request that PVC modify any references to the Company in subsequent filings. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) each piece of sales literature or other promotional material in which the Company is named, at least five Business Days prior to its use or concurrently with the filing of such materials document with all updates provided by the TrustNASD, whichever is greater. No such material shall be used if the Company (or its designee) reasonably object$ to such use within five Business Days after receipt of such material. 2.4 2.6. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use give any Xxxxx Xxxx information or make any representations or statements on behalf of PVC or PFDI or concerning PVC, PFDI or the Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, prospectus or profile (if any) for PVC shares (as such registration statement, profile (if any) and prospectus may be amended or supplemented from time to time), reports of PVC, PVC-sponsored proxy statements, or in sales literature or other promotional material approved by PVC or its own behalf designee or PFDI, except as required by legal process or regulatory authorities or with the written permission of PVC or its designee or PFDI. 2.7. Neither PVC nor PFDI shall give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in any and accurately derived from the registration statementstatement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), advertisement, or in materials approved by the Company for distribution including sales literature or other materials relating promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. PVC or PFDI will provide the Company with as much advance notice as is reasonably practicable of any material change affecting the Funds (including, but not limited to, any material change in its registration statement or prospectus affecting the Funds and any proxy solicitation sponsored by PVC or PFDI affecting the Funds) and consult with the Company in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them when reasonably practicable in the view of PVC in conjunction with regular annual updates of the prospectus for the Contracts. 2.9. PVC and PFDI agree to maintain a blanket fidelity bond or similar coverage for the benefit of PVC in an amount not less than the minimum coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time under the 0000 Xxx. 2.10. So long as, and to the extent that, the SEC interprets the 1940 Act to require pass­ through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts which are registered as investment companies under the 1940 Act, in shares of PVC. PVC shall require all Participating Insurance Companies to calculate voting privileges in a consistent manner, and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by PVC. The Company will vote shares of PVC held by an Account and for which no timely voting instructions from Contract owners are received, as well as shares that it owns directly or Contracts indirectly through an Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for PVC shares held by contract owners without the prior written consent of Janus Capital. Upon termination of this Agreement for any reasonPVC, which consent may be withheld in PVC's sole discretion, except in the event that the Company determines, in reliance on an opinion of counsel, that a proxy proposal would result in a violation of applicable insurance laws. 2.11. PVC shall use its best efforts to maintain qualification of each Fund as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code") and shall notify the Company immediately upon having a reasonable basis · for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. PVC and PFDI acknowledge that compliance with Subchapter M is an essential element of compliance with Section 817(h) by a corporation. 2.12. Each Fund shall comply with the requirements of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance policies and variable annuity contracts, and PVC shall notify the Company immediately upon having a reasonable basis for believing that any Fund has ceased or might cease to so comply. In addition, PVC will immediately take such steps as may reasonably be necessary to adequately diversify the Fund to achieve compliance. 2.13. PVC shall provide the Company or its designee with reports certifying compliance With the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis. 2.14. PVC shall provide monthly statements of account as of the end of each month for all use of the Company's accounts by the fifteenth (15th) Business Day of the following month. 2.15. The Company acknowledges that the Funds are intended for long-term investment purposes and not for "market timing" or other forms of excessive short-term trading, represents and warrants that it has adopted policies and procedures reasonably designed to identify and. curtail excessive short-term trading in interests in the Accounts, agrees to furnish PVC such information as may be reasonably requested to permit its Board to consider such policies and procedures and further agrees to cooperate with PVC in implementing any Xxxxx Xxxx(s) as soon as reasonably practicablepolicies and procedures adopted by PVC to identify and curtail excessive short-term trading in shares of the Funds of PVC in which the Accounts may invest.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing; or (c) provide the Company copies of the foregoing documents electronically. The Trust shall use best efforts to provide camera-ready or diskette copies of annual and semi-reports to the Company no later than 45 days (and in no event later than 50 days) after the end of the Fund's reporting period. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC or its affiliates ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the name or xxxx `Xxxxx'" shall include but not be limited to the Janus logo, the website xxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or xxxx "Xxxxx" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and xxxx "Xxxxx" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) as soon as reasonably practicable).

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust (at its expense) shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials. (a) The Company Trust shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of it has no rights to the name and xxxx "XxxxxAccess" and that all use of any designation comprised in whole or part of Janus Access (a an "Xxxxx Access Xxxx") under this Agreement shall inure to the benefit of Janus Capitalthe Trust. Except as provided in Section 2.5, the Company shall not use any Xxxxx Access Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Trust. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) Access Xxxx as soon as reasonably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or its investment adviser is named, or which relates to the Accounts or Contracts, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. (b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company or its designee. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. 2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 0000 Xxx. 2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 section 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; : or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 2.4. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement agreement shall inure to the benefit of Janus Capital. Except as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination Termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust (at its expense) shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of it has no rights to the name and xxxx "XxxxxGateway" and that all use of any designation comprised in whole or part of Janus Gateway (a "Xxxxx Gateway Xxxx") under this Agreement shall inure to the benefit of Janus Capitalthe Trust. Except as provided in Section 2.5, the Company shall not use any Xxxxx Gateway Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Trust. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) Gateway Xxxx as soon as reasonably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or its investment adviser is named, or which relates to the Accounts or Contracts, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. (b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company or its designee. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. 2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 0000 Xxx. 2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company or the Underwriter will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company or the Underwriter will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 15, 1998, is required to bear the costs) of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's Trust’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for delivery for current Contract owners; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall use best efforts to provide camera-ready or diskette copies of annual and semi-reports to the Company no later than 45 days (and in no event later than 50 days) after the end of the Fund’s reporting period. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The Company shall bear the costs of printing and distributing the Trust's ’s Shares' ’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are is to serve as an investment vehicle and the Trust shall bear such costs for existing Contract owners for which the Trust is serving as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), Adviser is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capitalthe Adviser. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Adviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or the Adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or the Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 Neither the Trust nor the Adviser shall give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.10 For purposes of this Article, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, video tape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published articles,) educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASD Rules, the 1940 Act or the 1933 Act.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing Ming of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company., the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 15, 1998, is required to bear the costs) of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 25, 1998, is required to bear the costs) of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust and the Adviser shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (ba) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), Adviser is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capitalthe Adviser. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Adviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. (b) The Trust and the Adviser agree and acknowledge that the names "American United Life Insurance Company(R)", "AUL", or any derivative thereof or logo associated with those names ("XXX Xxxx") is the valuable property of the Company and its affiliates, and that the Trust shall not use any XXX Xxxx without the prior written consent of the Company. Upon termination of this Agreement for any reason, the Trust and the Adviser shall cease all use of any XXX Xxxx as soon as reasonably practicable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or the Adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or the Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. The Trust or its designee shall use their best efforts to provide such approval or, if approval is not given, then to provide comments suggesting appropriate changes to such information or representations as set forth in Section 2.5 above. 2.7 The Trust and the Adviser shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 If, and to the extent required by the Exemptive Order or that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to those owners of Contracts subject to the pass-through voting requirements whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from Contract owners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 2.1. The Trust Fund shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs cost of registration and qualification of its shares, preparation and filing of the documents listed in this Section section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust Fund or the Distributor shall either (ai) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' Fund’s or the relevant Portfolio’s current prospectus, statement of additional information, annual reportreports, semi-annual report reports and other shareholder communications, including any amendments or supplements to any of the foregoingforegoing (“Fund Documents”), as the Company shall reasonably request; or (bii) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust Fund or the Distributor shall provide the Company with a copy of the Shares' Fund’s statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) Fund shall provide the Company with copies of any TrustFund-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' Fund’s or the relevant Portfolio’s prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are Fund is serving or are is to serve as an investment vehicle. The Company Fund and Distributor shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (ba) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviserFund’s manager, Janus Capital Corporation J. & X. Xxxxxxxx & Co. Incorporated ("Janus Capital"“Xxxxxxxx”), is the sole owner of the name and xxxx "Xxxxx" “Xxxxxxxx” and that all use of any designation comprised in whole or part of Janus Xxxxxxxx (a "Xxxxx “Xxxxxxxx Xxxx"”) under this Agreement shall inure to the benefit of Janus CapitalXxxxxxxx. Except as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxxxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus CapitalXxxxxxxx. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxxxxxx Xxxx(s) as soon as reasonably practicable. (b) The Fund and the Distributor agree and acknowledge that the Company and its affiliates are the sole owner or owners of the name and the xxxx “Canada Life Insurance Company of America ]” and that all use of any designation comprised in whole or part of Canada Life Insurance Company of America (a Canada Life Insurance Company of America Xxxx”) under this Agreement shall inure to the benefit of Canada Life Insurance Company of America . Except as provided in section 2.5, neither the Fund nor the Distributor shall use any Canada Life Insurance Company of America Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Canada Life Insurance Company of America, subject to the last sentence of this Section 2.4(b). Upon termination of this Agreement for any reason, the Fund and the Distributor shall cease all use of any Canada Life Insurance Company of America Xxxx(s) as soon as reasonably practicable, subject to the last sentence of this Section 2.4(b). Nothing in this Section 2.4(b) shall prohibit the Distributor from using any Canada Life Insurance Company of America Xxxx in any documents or materials to the extent that such use is permitted under any other agreement by and between the Distributor and any affiliate of the Company or has been authorized by any such affiliate of the Company. (a) The Company shall fully disclose in each Contract prospectus any fees paid or to be paid by the relevant Portfolio under a plan adopted pursuant to Rule 12b-1 of the 1940 Act. The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of each Contract prospectus or statement of additional information in which the Fund or Xxxxxxxx is named prior to the filing of such document with the SEC. The Company shall furnish, or cause to be furnished, to the Fund or the Distributor a copy of each Contract prospectus or statement of additional information in which the Fund or Xxxxxxxx is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of advertising, sales literature or other promotional material in which the Fund, the Portfolios or Xxxxxxxx is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or the Distributor reasonably objects to such use prior to such use. (b) The Distributor shall furnish, or cause to be furnished, to the Company a copy of each Fund or Portfolio prospectus or statement of additional information in which the Company is named prior to the filing of such document with the SEC. The Distributor shall furnish, or shall cause to be furnished, to the Company each piece of advertising, sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company reasonably objects to such use prior to such use. 2.6. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or Xxxxxxxx in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Fund shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Fund, Fund-sponsored proxy statements, or in any advertisements, sales literature or other promotional material approved by the Fund or the Distributor, except as required by legal process or regulatory authorities or with the written permission of the Fund or the Distributor. 2.7. Neither the Fund nor the Distributor shall give any information or make any representations or statements on behalf of the Company, or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including advertisements, sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. 2.9. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Distributor any complaints received from the Contract owners pertaining to the Fund or the Portfolios. 2.10. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. 2.11. For purposes of this Article II, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund, or to the Company, as the case may be: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees of the Company, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available to customers or the public with regard to the Fund. 2.12. The Distributor shall adopt and implement procedures reasonably designed to ensure that information concerning the Company, any of its affiliates, or the Contracts which is intended only for use only by brokers or agents selling the shares (i.e., information that is not intended for distribution to shareowners or prospective shareowners) is so used, and neither the Company nor any of its affiliates shall be liable for any losses, damages, or expenses relating to the improper use of such broker only materials. 2.13. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Fund which is intended only for use by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners or prospective Contract owners) is so used, and neither the Fund nor the Distributor shall be liable for any losses, damages, or expenses relating to the improper use of such broker only materials. The parties hereto agree that this section is not intended to designate or otherwise imply that the Company is an underwriter or distributor of the Fund’s shares. 2.14. The Fund hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which Contracts are offered disclosure regarding the potential risks of mixed- and shared-funding. 2.15. So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Fund. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each Account, the Company will vote shares of the Fund held by the Account and for which no timely voting instructions for policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. Subject to applicable law, the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund’s sole discretion.

Obligations of the Parties. 2.1 The Trust and the Adviser shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (ba) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), Adviser is the sole owner of the name and xxxx mxxx "XxxxxJxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Jxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capitalthe Adviser. Except as provided in Section 2.5, the Company shall not use any Xxxxx Jxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Adviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Jxxxx Xxxx(s) as soon as reasonably practicable. (b) The Trust and the Adviser agree and acknowledge that the names "American United Life Insurance Company(R)", "AUL", or any derivative thereof or logo associated with those names ("AXX Xxxx") is the valuable property of the Company and its affiliates, and that the Trust shall not use any AXX Xxxx without the prior written consent of the Company. Upon termination of this Agreement for any reason, the Trust and the Adviser shall cease all use of any AXX Xxxx as soon as reasonably practicable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or the Adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or the Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. The Trust or its designee shall use their best efforts to provide such approval or, if approval is not given, then to provide comments suggesting appropriate changes to such information or representations as set forth in Section 2.5 above. 2.7 The Trust and the Adviser shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 If, and to the extent required by the Exemptive Order or that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to those owners of Contracts subject to the pass-through voting requirements whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from Contract owners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. At the Company's request, the Trust will also provide such materials on computer diskette in such "read-only" word processing format as mutually agreed upon by the parties. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing or otherwise reproducing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) . If the Company elects to include any such materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic formatWebsite, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws, provided that the Company shall incur no liability to the Trust by reason of this section.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy or a computer disk of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' ’ statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The Company shall bear the costs of printing and distributing the Trust's ’s Shares' ’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust 2.1. PVC shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses prospectuses, profiles (if any) and statements of additional information of the TrustPVC. The Trust PVC shall bear the costs of registration and qualification of its shares, preparation and filing of or the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust PVC shall either (a) provide the Company (at the Company's PVC’s expense) with as many copies of the Trust's Shares' PVC’s current prospectussummary and statutory prospectuses, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form an electronic format that is suitable for printingwebsite posting in accordance with the parameters of Rule 498A, suitable for being sent to the financial printer, capable of being printed on paper, and capable of being permanently retained free of charge in an electronic format. The Trust PVC shall also provide the Company with a copy of such other assistance as is reasonably necessary in order for the Shares' Company once each year (or as often as is required by the SEC) to have the prospectus for the Contracts and the prospectus or profile (if any) for the Funds printed together in one document. The prospectus, profile (if any) and statement of additional information in a form suitable for duplication provided by PVC shall relate either to all funds of PVC or only the CompanyFunds of PVC, as the Company shall reasonably request. The Trust PVC (at its expense) shall provide the Company with copies of any TrustPVC-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. PVC shall provide the summary and statutory prospectuses and the SAI by a specified date as mutually agreed upon by PVC and the Company but no later than 3 business days prior to May 1 of each year. PVC shall provide the annual and semi-annual reports to shareholders on a timely basis for mailing and posting pursuant to the relevant securities laws. PVC, on a best-efforts basis, will seek to provide the annual and semi-annual reports to shareholders no later than the 57th day after the relevant reporting period. (a) The Company 2.3. PVC shall bear the costs of printing and distributing the Trust's Shares' PVC’s prospectus, profile (if any), statement of additional information, shareholder reports and other shareholder communications (including sales literature) which are to be distributed to owners of and applicants for policies Contracts for which Shares of the Trust are PVC is serving or are is to serve as an underlying investment vehicle. The Company shall bear the costs of distributing such materials to such owners and applicants. In addition, the Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 2.4. The Company shall furnish, or cause to be furnished, to PVC (bor its designee), a copy of the Contract prospectus and statement of additional information in which PVC or PFDI is first named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee) If a copy of each subsequent Contract prospectus and statement of additional information in which PVC or PFDI is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to PVC or PFDI. PVC may, in its reasonable discretion, request that the Company elects modify any references to include any materials provided by PVC or PFDI in subsequent filings. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee), each piece of sales literature or other promotional material in which PVC or PFDI is named, at least five Business Days prior to its use or concurrently with the Trustfiling of such document with FINRA, specifically prospectuseswhichever is greater. No such material shall be used if PVC (or its designee) reasonably objects to such use within five Business Days after receipt of such material. 2.5. PVC shall furnish, SAIsor cause to be furnished, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, to the Company assumes sole responsibility for maintaining (or its designee), a copy of any initial PVC prospectus and statement of additional information in which the Company is first named prior to the filing of such materials document with the SEC. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) a copy of each subsequent PVC prospectus, profile (if any) and statement of additional information in which the form Company is named concurrently with the filing of such document with the SEC provided by that there are no material changes in disclosure related to the Trust and for promptly replacing Company. The Company may, in its reasonable discretion, request that PVC modify any references to the Company in subsequent filings. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) each piece of sales literature or other promotional material in which the Company is named, at least five Business Days prior to its use or concurrently with the filing of such materials document with all updates provided by FINRA, whichever is greater. No such material shall be used if the TrustCompany (or its designee) reasonably objects to such use within five Business Days after receipt of such material. 2.4 2.6. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use give any Xxxxx Xxxx information or make any representations or statements on behalf of PVC or PFDI or concerning PVC or PFDI in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, prospectus or profile (if any) for PVC shares (as such registration statement, profile (if any) and prospectus may be amended or supplemented from time to time), reports of PVC, PVC-sponsored proxy statements, or in sales literature or other promotional material approved by PVC or its own behalf designee or PFDI, except as required by legal process or regulatory authorities or with the written permission of PVC or its designee or PFDI. 2.7. Neither PVC nor PFDI shall give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in any and accurately derived from the registration statementstatement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), advertisement, or in materials approved by the Company for distribution including sales literature or other materials relating promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. PVC or PFDI will provide the Company with as much advance notice as is reasonably practicable and permitted by applicable law, of any material change affecting the Funds (including, but not limited to, any material change in its registration statement or prospectus affecting the Funds and any proxy solicitation sponsored by PVC or PFDI affecting the Funds) and consult with the Company in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them when reasonably practicable in the view of PVC in conjunction with regular annual updates of the prospectus for the Contracts. 2.9. PVC and PFDI agree to maintain a blanket fidelity bond or similar coverage for the benefit of PVC in an amount not less than the minimum coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time under the 1940 Act. The bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.10. With the exception of holders of interests in an unregistered separate account (relying on Section 3(c)(11) of the 1940 Act and) holding Fund shares, so long as, and to the extent that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts which are registered as investment companies under the 1940 Act, in shares of PVC. PVC shall require all Participating Insurance Companies to calculate voting privileges in a consistent manner, and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by PVC. The Company will vote shares of PVC held by an Account and for which no timely voting instructions from Contract owners are received, as well as shares that it owns directly or Contracts indirectly through an Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for PVC shares held by Contract owners without the prior written consent of Janus Capital. Upon termination of this Agreement for any reasonPVC, which consent may be withheld in PVC’s sole discretion, except in the event that the Company shall cease all use determines, in reliance on an opinion of counsel, that a proxy proposal would result in a violation of applicable insurance laws. 2.11. The Company acknowledges that the Funds are intended for long-term investment purposes and not for “market timing” or other forms of excessive short-term trading, represents and warrants that it has adopted policies and procedures reasonably designed to identify and curtail excessive short-term trading in interests in the Accounts, agrees to furnish PVC such information as may be reasonably requested to permit its Board to consider such policies and procedures and further agrees to cooperate with PVC in implementing any Xxxxx Xxxx(s) as soon as reasonably practicablepolicies and procedures adopted by PVC to identify and curtail excessive short-term trading in shares of the Funds of PVC in which the Accounts may invest.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust (at its expense) shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' ’s current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials. (a) The Company Trust shall bear the costs of printing and distributing the Trust's Shares' ’s prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of it has no rights to the name and xxxx "Xxxxx" “Access” and that all use of any designation comprised in whole or part of Janus Access (a "Xxxxx an “Access Xxxx"”) under this Agreement shall inure to the benefit of Janus Capitalthe Trust. Except as provided in Section 2.5, the Company shall not use any Xxxxx Access Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Trust. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) Access Xxxx as soon as reasonably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or its investment adviser is named, or which relates to the Accounts or Contracts, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. (b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company or its designee. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust’s sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios’ investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) (“broker only materials”) is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. 2.11 For purposes of Sections 2.6 and 2.7, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 0000 Xxx. 2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust’s registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account’s registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' ’ statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's ’s Shares' ’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's ’s adviser, Janus Capital Corporation Management LLC or its affiliates ("“Janus Capital"), ”) is the sole owner of the name and xxxx "“Xxxxx" ” and that all use of any designation comprised in whole or part of Janus (a "“Xxxxx Xxxx"”) under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to “the name or xxxx ‘Xxxxx’” shall include but not be limited to the Janus logo, the website xxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or xxxx “Xxxxx” except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and xxxx “Xxxxx” shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named concurrently with the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least five Business Days prior to its use or concurrently with the filing of such document with the National Association of Securities Dealers, Inc. (“NASD”), whichever is greater. No such material shall be used if the Trust or its designee reasonably objects to such use within five Business Days after receipt of such material. 2.6 The Trust shall furnish, or cause to be furnished, to the Company (or its designee), a copy of any initial Trust prospectus and statement of additional information in which the Company is first named prior to the filing of such document with the SEC. The Trust shall furnish, or shall cause to be furnished, to the Company (or its designee) a copy of each subsequent Trust prospectus and statement of additional information in which the Company is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to the Company. The Company may, in its reasonable discretion, request that the Trust modify any references to the Company in subsequent filings. The Trust shall furnish, or shall cause to be furnished to the Company (or its designee) each piece of sales literature or other promotional material in which the Company is named, at least five Business Days prior to its use or concurrently with the filing of such document with the NASD, whichever is greater. No such material shall be used if the Company (or its designee) reasonably objects to such use within five Business Days after receipt of such material. 2.7 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.8 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.9 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust’s sole discretion, except in the event that the Company determines, in reliance on an opinion of counsel, that a proxy proposal would result in a violation of applicable insurance laws. 2.10 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios’ investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.11 The Trust and the Adviser agree to maintain a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage required by Section 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time under the 0000 Xxx. 2.12 The Trust and Adviser shall maintain qualification of each Portfolio as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”) and shall notify the Company immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future. The Trust and the Adviser acknowledge that compliance with Subchapter M is an essential element of compliance with Section 817(h). 2.13 The Trust and Adviser shall enable each Portfolio to comply with the requirements of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance policies and variable annuity contracts, and shall notify the Company immediately upon having a reasonable basis for believing that any Portfolio has ceased or might cease to comply. 2.14 The Trust shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the CompanyTrust's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of distribute any Trust-sponsored proxy materials in such quantity as to Contract owners through a proxy solicitation firm, and the Company agrees to provide reasonable support and cooperation for any proxy solicitation. The Trust shall reasonably require for provide the materials described in this Section 2.2 at least three weeks prior to the effective date or intended distribution to Contract ownersdate of such materials, whichever is later. 2.3 (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) ), the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' ’ statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The If the Company elects to print shareholder communications pursuant to 2.2(b) above, the Company shall bear the costs of printing and distributing the Trust's ’s Shares' ’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle, as well as the statement of additional information. The Company shall bear the costs of distributing such prospectuses, statements of additional information, shareholder reports and other shareholder communications to policy owners and applicants. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state sate regulators requiring such filing all with shareholder reports, notices, proxy materials (or similar materials such as voting instruction instructions solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's Shares' ’s current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy or PDF format, font embedded or zipped postscript file, of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust will provide these documents within a reasonable period of time so that the Company can distribute the documents to Contract owners in a timely manner. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' ’s prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. The Trust or its adviser shall bear all the expenses associated with supplements to the prospectus that correct any errors or omissions made by the Trust within the prospectus. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's ’s adviser, Janus Capital Corporation ("“Janus Capital"”), is the sole owner of the name and xxxx "“Xxxxx" ” and that all use of any designation comprised in whole or part of Janus (a "“Xxxxx Xxxx"”) under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. No review of sales literature or other promotional material produced by the Company shall be necessary if all references contained in such materials regarding Trust are identical to those references that appear in Trust’s prospectus (or prospectuses) or statement of additional information. (b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten Business Days after receipt of such material. No review of sales literature or other promotional material produced by the Trust shall be necessary if all references contained in such materials regarding Company are identical to those references that appear in Company’s prospectus (or prospectuses) or statement of additional information. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust shall not give any information or make ay representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented fro time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies t calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust’s sole discretion. The Trust will use its best efforts to provide the Company with reasonable advance notice of proxy solicitations and prospectus supplements. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios’ investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC or its affiliates ("Janus Capital"), ) is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the name or xxxx `Xxxxx'" shall include but not be limited to the Janus logo, the website xxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or xxxx "Xxxxx" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and xxxx "Xxxxx" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) as soon as reasonably practicable).

Obligations of the Parties. 2.1 3.1. The Trust shall Fund will prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust shall Fund will bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 3.2. At the option of the Company, the Trust shall either Fund will either: (a) provide the Company (at the Company's expense) with as many copies of the TrustFund's Shares' current prospectus, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall will reasonably request; or (b) provide the Company with a camera camera-ready copy copy, computer disk or other medium agreed to by the parties of such documents in a form suitable for printing. The Trust shall Fund will bear the cost of typesetting and printing such documents and of distributing such documents to existing Contract owners. The Company will bear the cost of distributing such documents to prospective Contract owners and applicants as required. 3.3. The Fund, at its expense, either will: (a) distribute its proxy materials directly to the appropriate Contract owners; or (b) provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at or its expense) shall provide the Company mailing agent with copies of any Trust-sponsored its proxy materials in such quantity as the Company shall will reasonably require and the Company will distribute the materials to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. The Fund will bear the cost of tabulation of proxy votes. 3.4. With respect to any matter put to vote of the holders of Fund shares or Portfolio shares ("Voting Shares"), if and to the extent required by law the Company will: (a) provide for the solicitation of voting instructions from Contract owners; (b) vote Voting Shares of each Portfolio held in the Account in accordance with instructions or proxies timely received from Contract owners; and (c) vote Voting Shares of the Portfolios held in the Account for which no timely instructions have been received, in the same proportion as Voting 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 segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that voting privileges for the Account are determined in a manner consistent with the provisions set forth above. 3.5. The Company will prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, prospectuses and statements of additional information of the Contracts. The Company will bear the cost of registration and qualification of the Contracts and preparation and filing of documents listed in this Section 3.5. The Company also will bear the cost of typesetting, printing and distributing the documents listed in this Section 3.5 to existing and prospective Contract owners. 3.6. The Company will furnish, or will cause to be furnished, to the Fund or the Adviser, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten (10) Business Days prior to its use. No such material will be used if the Fund or the Adviser reasonably objects to such use within five (5) Business Days after receipt of such material. 3.7. The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser for distribution, or in sales literature or other material provided by the Fund or by the Adviser, except with the written permission of the Fund or the Adviser. The Fund and the Adviser agree to respond to any request for approval on a prompt and timely basis. Nothing in this Section 3.7 will be construed as preventing the Company or its employees or agents from giving advice on investment in the Fund. 3.8. The Adviser will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company reasonably objects to such use within five (5) Business Days after receipt of such material. 3.9. The Fund and the Adviser will not give any information or make any representations or statements on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement of additional information for the Contracts, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by the Company, except with the written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. (a) 3.10. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, and all amendments to any of the above, that relate to the Fund or its shares, promptly after the filing of such document with the SEC. 3.11. The Company shall bear will provide to the costs Fund at least one complete copy of printing all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, and distributing all amendments to any of the Trust's Shares' prospectusabove, statement that relate to the Contracts or each Account, promptly after the filing of such document with the SEC. 3.12. For purposes of this Article III, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical), radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports reports, and proxy materials and any other shareholder communications to owners of and applicants for policies for which Shares material constituting sales literature or advertising under the rules of the National Association of Securities Dealers, Inc. (the "NASD"), the 1933 Act or the 0000 Xxx. 3.13. The Fund and the Adviser hereby consent to the Company's use of the name Xxxxxx Advisors Trust are serving or are and the names of the Portfolios listed on Schedule 2, as may be amended from time to serve as an investment vehicletime, in connection with marketing the Contracts, subject to the terms of Sections 3.6 and 3.7 of this Agreement. Such consent will terminate with the termination of this Agreement. 3.14. The Adviser will be responsible for calculating the performance information for the Fund. The Company shall bear will be responsible for calculating the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) performance information for the Contracts. The Adviser will be liable to Contract ownersthe Company for any material mistakes it makes in calculating the performance information for the Fund which cause losses to the Company. The Company assumes sole responsibility will be liable to the Adviser for ensuring any material mistakes it makes in calculating the performance information for the Contracts that such materials are delivered cause losses to Contract owners the Adviser. Each party will be liable for any material mistakes it makes in reproducing the performance information for Contracts or the Fund, as appropriate. The Fund and the Adviser agree to provide the Company with performance information for the Fund on a timely basis to enable the Company to calculate performance information for the Contracts in accordance with applicable state and federal and state securities lawslaw. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for delivery to current Contract owners; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' ’ statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The Company shall bear the costs of printing and distributing the Trust's ’s Shares' ’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesshares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust and/or the Underwriter shall either (a) provide the Company (at the Company's expense) with as many copies of portions of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, pertaining specifically to the Portfolios as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printingprinting and from which information relating to each of the series of the Trust other than the Portfolios has been deleted to the extent practicable. Should the Company wish to print any such document in a different format than that provided by the Trust, the Company shall bear the cost of any format change. The Trust shall provide the Company with a copy of the Shares' its current statement of additional information information, including any amendments or supplements, in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company Trust and/or the Underwriter shall bear its proportionate share of the costs of printing and distributing documents including the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies Contracts for which Shares a Portfolio or Portfolios of the Trust are is serving or are to may serve as an investment vehicle, using the number of pages as a guide. The Company will use its best efforts to control those costs, will submit bills therefor to the Trust for reimbursement, and will advise the Trust semi-annually of how many Contract owners are using the Trust as a funding vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) and statements of additional information to Contract owners, as well as printing and distribution costs relating to prospective owners of Contracts. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 2.4. The Company agrees and acknowledges that the Trust's adviser, Janus Xxxxxxxxxxx Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "XxxxxQuest for Value" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") such name or xxxx under this Agreement shall inure to the benefit of Janus Xxxxxxxxxxx Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx such name or xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Xxxxxxxxxxx Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) such name or xxxx as soon as reasonably practicable. 2.5. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter that relate to the Trust or its shares and/or in which the Trust, Underwriter or the Trust's Adviser is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or the Underwriter or their designee each piece of sales literature or other promotional material in which the Trust, Underwriter or the Trust's Adviser is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within five Business Days after receipt of such material. 2.6. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, Underwriter or the Trust's Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or by the Underwriter or their designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or the Underwriter or their respective designees. The Trust and the Underwriter agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust, Underwriter or the Trust's Adviser are not distributed to existing or prospective Contract owners. 2.7. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios, the Underwriter and the Trusts's Adviser, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts. 2.8. The Trust and the Underwriter shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. 2.9. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. Participating Insurance Companies shall be responsible for assuring that each of their segregated accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies. With respect to each registered Account, the Company will (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Portfolio of the Trust held by a registered Account in accordance with instructions received from Contract owners; and (iii) vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. Trust agrees to provide all such materials requested by the Company in Portable Document Format (PDF) in a timely fashion at no additional cost. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mxxx "XxxxxJxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Jxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Jxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Jxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. The Trust or its adviser shall reimburse the Company for the reasonable cost of distribution of Trust-sponsored proxy materials. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract ownersowners for proxies not initiated by the Company. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital which consent shall not be unreasonably withheld. All references contained in this Agreement to "the name or xxxx `Xxxxx'" shall include but not be limited to the Janus logo, the website xxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or xxxx "Xxxxx" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing which authorization shall not be unreasonably withheld. All goodwill associated with the name and xxxx "Xxxxx" shall inure to the benefit of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) as soon as reasonably practicable).

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxXxnux" and xxd that all use of any designation comprised in whole or part of Janus (a "Xxxxx Janux Xxxx") under xnder this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Janux Xxxx on xx its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanux Xxxx(x) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. At the Company's request, the Trust will also provide such materials on computer diskette in such "read-only" format as mutually agreed upon by the parties. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing or otherwise reproducing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) . If the Company elects to include any such materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic formatWebsite, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust or its adviser shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract ownersowners for proxy materials initiated by the Trust or its adviser; the Company shall bear such costs for proxy materials initiated by the Company. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing; or (c) provide the Company copies of the foregoing documents electronically. The Trust shall use best efforts to provide camera-ready or diskette copies of annual and semi-reports to the Company no later than 45 days (and in no event later than 50 days) after the end of the Fund's reporting period. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC or its affiliates ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the name or xxxx 'Xxxxx'" shall include but not be limited to the Janus logo, the website xxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or xxxx "Xxxxx" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and xxxx "Xxxxx" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) as soon as reasonably practicable).

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' ’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' ’ statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The Company shall bear the costs of printing and distributing the Trust's Shares' ’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust Fund shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state securities regulators requiring such filing filing, all annual and semi-annual shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses information statements, statutory prospectuses, summary prospectuses, prospectus supplements, and statements of additional information of the TrustFund (“Shareholder Communications”) required to be so filed. The Trust Fund shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of The Underwriter or its designee shall provide the Company, the Trust shall either (a) provide the Company (at the Company's expense) free of charge, with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report statutory and summary prospectus (describing only the Portfolios listed in Schedule B hereto) and other shareholder communications, including any amendments or supplements to any of Shareholder Communications for the foregoing, Shares as the Company shall may reasonably request; or (b) provide the Company with a camera ready copy of request for distribution to existing Contract owners whose Contracts are funded by such documents in a form suitable for printingShares. The Trust Underwriter or its designee shall provide the Company with as many copies of the Shareholder Communications for the Shares as the Company may reasonably require with expenses to be borne in accordance with Schedule E hereof. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a soft copy of the Shares' new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer, a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website) and other assistance as is reasonably necessary in order for the Company to have Shareholder Communications of different registered investment companies printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses, with expenses to be borne in accordance with Schedule E hereof. In such case, Company agrees that any printer it selects shall be a reputable printer within the industry. Notwithstanding the above, the Company is not obligated to distribute any Shareholder Communication, except as required by law. 2.3 The prospectus for the Shares shall state that the statement of additional information in a form suitable for duplication by the Company. The Trust (at Shares is available from the Fund or its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract ownersdesignee. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("" Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxJanus" and that all use of any designation xxx dxxxxxation comprised in whole or part of Janus (a "Xxxxx XxxxJanus Mark") under this Agreement shall Agrexxxxx xxxxl inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Janus Mark on its own behalf or on behalf xx xx xxxalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanus Mark(s) as soon as reasonably practicablereasonaxxx xxxxxxcable.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the CompanyAICA, the Trust shall either (a) provide the Company AICA (at the CompanyAICA's expense) with as many copies of the Trust's Shares' current prospectus, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company AICA shall reasonably request; , or (b) provide the Company AICA with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company AICA with a copy of the Shares' its statement of additional information in a form suitable for duplication by the CompanyAICA. The Trust (at its expense) shall provide the Company AICA with copies of any Trust-sponsored proxy materials in such quantity as the Company AICA shall reasonably require for distribution to Contract ownersholders. (a) The Company 2.3. AICA shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners holders of and applicants for policies Contracts for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company AICA shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract ownersholders. The Company AICA assumes sole responsibility for ensuring that such materials are delivered to Contract owners holders in accordance with applicable federal and state securities laws. (b) If 2.4. The Trust recognizes AICA as the Company elects sole shareholder of Trust Shares purchased in accordance with this Agreement. The Advisor and Trust further recognize that the Trust will derive substantial savings with respect to include any materials provided its administrative expenses, including significant reductions in expenses attributable to postage, shareholder communications, and recordkeeping by virtue of the Trust, specifically prospectuses, SAIs, 's having a sole shareholder reports and proxy materials, on its web site or in any other computer or electronic formatrather than multiple shareholders. In consideration of these administrative savings, the Company assumes sole responsibility for maintaining such materials Adviser agrees to pay AICA a fee equivalent to 15 basis points per annum of the amount invested in the form provided by Trust through the Trust and for promptly replacing such materials Accounts in accordance with all updates provided by the TrustAgreement (the "Fee"). 2.4 2.5. The Company Adviser will calculate the amount of the total Fee to be paid to AICA at the end of each calendar quarter and will make such payment to AICA within 30 days thereafter. Each payment will be accompanied by a statement showing the calculation of the Fee for the relevant calendar quarter and such other supporting data as may be reasonably requested by AICA. 2.6. AICA agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), Adviser is the sole owner of the name and xxxx "XxxxxFederated" and that all use of any designation comprised in whole or part of Janus Federated (a "Xxxxx Federated Xxxx") under this Agreement shall inure to the benefit of Janus CapitalAdviser. Except as provided in Section 2.5., the Company AICA shall not use any Xxxxx Federated Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus CapitalAdviser. Upon termination of this Agreement for any reason, the Company AICA shall cease all use of any Xxxxx Federated Xxxx(s) as soon as reasonably practicable. 2.7. AICA shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or Adviser is named promptly after the filing of such document with the SEC or other regulatory authorities. AICA shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within five Business Days after receipt of such material. 2.8. The Trust shall furnish, or cause to be furnished, to AICA at least one copy of the application for the order, the order, and any amendments thereto, all prospectuses, statements of additional information, reports, proxy statements and other voting solicitation materials, all amendments, and supplements thereto, and any other filings that relate to the Trust or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. 2.9. AICA shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust (at its expense) shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials. (a) The Company Trust shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of it has no rights to the name and xxxx mark "XxxxxAccess" and that xxxt all use of any designation comprised in whole or part of Janus Access (a an "Xxxxx XxxxAccess Mark") under this Agreement Xxxeement shall inure to the benefit of Janus Capitalthe Trust. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Access Mark on its own behalf bxxxxf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Trust. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) Access Mark as soon as reasonably rxxxxnably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or its investment adviser is named, or which relates to the Accounts or Contracts, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. (b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company or its designee. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. 2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act. 2.00 Xxx Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC or its affiliates ("Janus Capital"), ) is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the name or xxxx `Xxxxx'" shall include but not be limited to the Janus logo, the website xxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or xxxx "Xxxxx" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and xxxx "Xxxxx" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' ’ statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's ’s Shares' ’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company Trust shall bear the costs of printing and distributing the Trust’s Shares’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's ’s adviser, Janus Capital Corporation Management LLC or its affiliates ("“Janus Capital"), ”) is the sole owner of the name and xxxx "Xxxxx" mxxx “Jxxxx” and that all use of any designation comprised in whole or part of Janus (a "Xxxxx “Jxxxx Xxxx"”) under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Jxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to “the name or mxxx ‘Jxxxx’” shall include but not be limited to the Janus logo, the website wxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or mxxx “Jxxxx” except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and mxxx “Jxxxx” shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Jxxxx Xxxx(s) ). 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as soon such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as reasonably practicablerequired by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust’s sole discretion. 2.9 The Company has determined that the investment restrictions set forth in the current Trust prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts’ investment therein. The Company shall notify the Trust of any additional applicable state insurance laws that restrict the Portfolios’ investments or otherwise affect the operation of the Trust after the date of this Agreement.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy or a computer disk of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxJanus" and that all use of any designation xxx dxxxxxation comprised in whole or part of Janus (a "Xxxxx XxxxJanus Mark") under this Agreement shall Agrexxxxx xxxxl inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Janus Mark on its own behalf or on behalf xx xx xxxalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanus Mark(s) as soon as reasonably practicablereasonaxxx xxxxxxcable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information infointation of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The If the Company elects to print shareholder communications pursuant to 2.2 (b) above, the Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle, as well as the statement of additional information. The Company shall bear the costs of distributing such prospectuses, statements of additional information, shareholder reports and other shareholder communications to policy owners and applicants. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation International Holding LLC ("Janus CapitalHolding"), ) or its affiliate is the sole owner of the name and xxxx "Xxxxx," All references contained in this Agreement to "the name or xxxx 'Janus' and/or "Xxxxx Xxxxxxxxx"' shall include but not be limited to the Xxxxx Xxxxxxxxx logo, the website xxxxxxxxxxxxxxxxx.xxx and that any and all electronic links relating to such website. Neither the Company, nor its affiliates, employees, or agents shall, without prior written consent of Janus Holding, use the name or xxxx "Xxxxx" and/or "Xxxxx Xxxxxxxxx," including any derivations thereof, or make representations regarding the Trust, Janus Holding, or their affiliates, or any products or services sponsored, managed, advised, or administered by the Trust, Janus Holding, or their affiliates, except those contained in the then-current Prospectus and the then-current printed sales literature for the Shares of the Portfolios. The Company will make no use of any designation comprised in whole the name or part of Janus (a xxxx "Xxxxx" and/or "Xxxxx Xxxx") under Xxxxxxxxx," including any derivations thereof, except as expressly provided in this Agreement or expressly authorized by Janus Holding in writing. All goodwill associated with the name and xxxx "Xxxxx" and/or "Xxxxx Xxxxxxxxx," including any derivations thereof, shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on Holding or its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalaffiliate. Upon termination of this Agreement for any reason, the Company shall immediately cease any and all use of any Xxxxx Xxxx(sJanus and/or Janus Xxxxxxxxx xxxx(s). 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen (15) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen (15) Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as soon such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as reasonably practicablerequired by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policy owners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policy owners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company has determined that the investment restrictions set forth in the current Trust prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts' investment therein. The Company shall notify the Trust of any additional applicable state insurance laws that restrict the Portfolios' investments, or otherwise affect the operation of the Trust after the date of this Agreement.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's its expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of distribute any Trust-sponsored proxy materials in such quantity as to Contract owners through a proxy solicitation firm, and the Company agrees to provide reasonable support and cooperation for any proxy solicitation. The Trust shall reasonably require for provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution to Contract ownersof such materials. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust or as filed in definitive form with the SEC, and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees Parties each agree and acknowledges acknowledge that it has no rights to the Trust's advisername, Janus Capital Corporation ("Janus Capital")logo, is the sole owner brand or mxxx of the name and xxxx "Xxxxx" other Party or its affiliates and that all use of any designation comprised in whole or part of Janus (any such name, log, brand or mxxx by a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts Party is prohibited without the prior written consent of Janus Capitalthe other Party, unless use is required under applicable law. Upon termination of this Agreement for any reason, the Company each Party shall cease all use of any Xxxxx Xxxx(s) the other Party's name, logo, brand or mxxx as soon as reasonably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser(s) is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. (b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company or its designee. 2.8 So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 To the extent the Company is aware, the Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. 2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1000 Xxx. 2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (a) The Company confirms that it will be considered the Trust's agent for purposes of Rule 22c 1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company may authorize such intermediaries as it deems appropriate (“Correspondents”) to receive orders on the Trust’s behalf for purposes of Rule 22c-1 under the Investment Company Act. The Company shall be liable to the Trust for each Correspondent’s compliance with this Section 1.(d) to the same extent as if the Company itself had acted or failed to act instead of the Correspondent. The Company acknowledges that it has: (1) Adopted and implemented procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior to the Market Close; and (2)Determined that each Correspondent has adopted and implemented its own internal procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior the Market Close. (b) The Company agrees to provide or cause to be provided, promptly upon request by the Trust, the Taxpayer Identification Number ("TIN"), the International/Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, and the amount, date, name or other identifier of any investment professional(s) associated with a shareholder(s) or account (if known), of all shareholders that purchased, redeemed, transferred or exchanged Fund shares held through an account with the Company covered by the period of the request. (c) If the requested information is not on the Company's books and records, the Company agrees to: (a) promptly obtain and transmit the requested information; (b) obtain assurances from the indirect intermediary with access to such information that the requested information will be provided directly to the Trust promptly; or (c) if directed by the Trust, block further purchases of Fund Shares from such indirect intermediary. In such instance, the Company agrees to inform the Trust whether it plans to perform (i), (ii) or (iii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. (d) The Company agrees to transmit the requested information that is on its books and records to the Trust or its designee promptly, but in any event not later than ten business days, after receipt of a request. To the extent practicable, the format for any transaction information provided to the Trust should be consistent with the NSCC Standardized Data Reporting Format. All shareholder information shall be transmitted and received by both parties using data security and encryption technology that is standard for the industry in transmitting confidential information. (e) The Company will execute or cause to be executed any instructions from the Trust or its agents to restrict or prohibit further purchases or exchanges of Fund shares by a shareholder who has been identified by the Trust as having engaged in transactions in Fund shares (either directly or indirectly through an account with the Company) that violate policies established by the Trust.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements statement of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trusttrust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Trust or its investment adviser shall bear the costs of printing the Trust's Shares prospectus, statement of additional information and shareholder reports for existing owners of policies for which the Shares of the Trust are serving as investment vehicle. The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners oners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or other similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or in part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon Under termination of this the Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials , provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining that Trust provides such materials in the a prompt manner and in a form provided by the Trust and for promptly replacing such materials format in accordance with all updates provided by the Trustapplicable federal and state securities laws. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' ’ statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust agrees to provide all materials mentioned in this Section 2.2 within a reasonable timeframe to allow the Company to prepare its separate account prospectuses. 2.3 (a) The Company shall bear the costs of printing and distributing the Trust's ’s Shares' ’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer the Trust is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's advisershall furnish, Janus Capital Corporation ("Janus Capital")or cause to be furnished, is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit Trust or its designee, a copy of Janus Capitaleach Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. Except as provided The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in Section 2.5which the Trust or its investment adviser is named, at least ten Business Days prior to it use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.5 The Company shall not use give any Xxxxx Xxxx on its own behalf information or make any representations or statements on behalf of the Accounts Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in any and accurately derived from the registration statementstatement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), advertisementreports of the Trust, Trust-sponsored proxy statements, or in sales literature or other materials relating to promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.6 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.7 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares its owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of Janus Capital. Upon termination of this Agreement for any reasonthe Trust, which consent may be withheld in the Trust's sole discretion. 2.8 The Company shall cease all use notify the Trust of any Xxxxx Xxxx(s) as soon as reasonably practicableapplicable state insurance laws that restrict the Funds' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners, except that the Trust's investment adviser shall bear the cost of distributing any such materials initiated by the Trust. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If . The Trust's investment adviser will assist in creating, preparing and printing marketing materials including but not limited to, sales brochures for the Company elects to include any materials provided by Portfolios of the Trust included as investment vehicles for the Contracts. In addition, the Trust's investment adviser will share the expense of creating, specifically prospectuses, SAIs, shareholder reports preparing and proxy printing such materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing ddistributing the Trust's Shares' prospectusprospectus to prospective owners of policies , statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company TrustCompany shall bear the costs of printingdistributing the Trust's Shares' prospectus to owners of policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. [ISSUE OF PROXY COST REIMBURSEMENT OUT FOR INTERNAL APPROVAL.] (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC or its affiliates ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the name or xxxx 'Xxxxx'" shall include but not be limited to the Janus logo, the website xxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or xxxx "Xxxxx" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and xxxx "Xxxxx" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) ). 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named within a reasonable time ofprior to the filing of such document with the Securities and Exchange Commission. [If Janus is mentioned in these materials, we should be able to review it prior to filing. We catch issues with such materials on a very regular basis and view this review as soon an important element in our working relationship.] The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as reasonably practicablesuch registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust and the Distributor shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company has determined that the investment restrictions set forth in the current Trust prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts' investment therein. The Company shall notify the Trust of any additional applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust after the date of this Agreement.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information Prospectuses of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company2.2. As mutually agreed, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectusProspectus, annual report, semi-semi- annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of in electronic format (PDF) such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Trust and Company shall pay no fee or other compensation to each other under this agreement. All expenses incident to the performance of the Company's obligations under this agreement shall be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this agreement shall be borne by the Trust, except as expressly provided otherwise. The Company shall bear all costs associated with printing and distributing such documents to persons who are not Contract owners, including the costs of printing Prospectuses that are used for marketing purposes. The Trust shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional informationProspectus, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. If the parties agree to have such documents printed by the Company in accordance with Section 2.2(b), the Trust shall reimburse the Company for all actual reasonable expenses incurred in connection therewith. The Company Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such all proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the 2.4. The Company elects shall furnish, or cause to include any materials provided by the Trustbe furnished, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by to the Trust or its designee, a draft of each Contract Prospectus in which the Trust is named at least five Business Days prior to the filing of such document with the SEC and for promptly replacing a final copy of each Contract Prospectus in which the Trust is named contemporaneously with the filing of such materials with all updates provided by document. The Company shall furnish, or shall cause to be furnished, to the TrustTrust or its designee, each piece of sales literature or other promotional material in which the Trust is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.4 2.5. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company Distributor shall not use give any Xxxxx Xxxx on its own behalf information or make any representations or statements on behalf of the Accounts Trust or Contracts concerning the Trust other than information or representations or statements contained in any and accurately derived from the registration statementstatement or Prospectus for the Trust shares (as such registration statement and Prospectus may be amended or supplemented from time to time), advertisementreports of the Trust, Trust-sponsored proxy statements, or in sales literature or other materials relating promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.6. The Trust or the Underwriter shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company reasonably objects to such use within ten Business Days after receipt of such material. 2.7. The Trust and the Underwriter shall not give any information or make any representations or statements on behalf of the Company or the Distributor or concerning the Company or the Distributor, the Accounts or the Contracts other than information, statements or representations contained in and accurately derived from the registration statement or Prospectus for the Contracts (as such registration statement and Prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. For purposes of this Article II, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Trust or any affiliate of the Trust: advertisements (such as material published, or designed for use in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature, or published article), education or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. 2.9. So long as, and to the extent that the SEC requires pass-through voting privileges for variable Contract owners, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts handle voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of Janus Capitalthe Trust, which consent may be withheld in the Trust's sole discretion. 2.10. Upon termination of this Agreement for any reason, the The Company shall cease all use promptly notify the Trust of any Xxxxx Xxxx(s) applicable state insurance laws that restrict the Funds' investments or otherwise affect the operation of the Trust and shall promptly notify the Trust of any changes in such laws. 2.11. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, as soon well as reasonably practicablesuch related provisions of the Trust's Amended and Restated Declaration of Trust.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. At the Company's request, the Trust will also provide such materials on computer diskette in such "read-only" word processing format as mutually agreed upon by the parties. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing or otherwise reproducing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) . If the Company elects to include any such materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic formatWebsite, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of or its shares, preparation and filing of the documents listed in this Section 2.1 section 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 2.4. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxJanus" and that all use of any designation comprised in whole or ix xxolx xx part of Janus (a "Xxxxx XxxxJanus Mark") under this Agreement shall inure to the benefit of Janus CapitalXxxxx Xxxital. Except as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxx Janus Mark on its own behalf or on behalf of the Accounts or Contracts in Coxxxxxxx xx any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanus Mark(s) as soon as reasonably practicable. 2.5. The Xxxxxxx xhall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus fro the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7. The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall use best efforts to provide camera-ready or diskette copies of annual and semi-reports to the Company no later than 45 days (and in no event later than 50 days) after the end of the Fund's reporting period. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsStatement of Information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC or its affiliates ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the name or xxxx `Xxxxx'" shall include but not be limited to the Janus logo, the website xxx.xxxxx.xxx and any and all electronic links relating to such website. The Company will make no use of the name or xxxx "Xxxxx" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and xxxx "Xxxxx" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) as soon as reasonably practicable).

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("" Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 2.1. The Trust Fund shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs cost of registration and qualification of its shares, preparation and filing of the documents listed in this Section section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust Fund shall either (ai) provide the Company (at the Company's expense) with as many copies of the TrustFund's Shares' or the relevant Portfolio's current prospectus, annual reportreports, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoingforegoing (pertaining specifically to the Portfolios offered by the Company), as the Company shall reasonably request; or (bii) provide the Company with a camera ready copy (or, at the Company's request, on computer disk) of such documents in a form suitable for printing, from which information relating to portfolios of the Fund other than such Portfolios has been deleted. The Trust Fund shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust Fund (at its expense) shall provide the Company with copies of any TrustFund-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the TrustFund's Shares' or the relevant Portfolio's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are Fund is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 2.4. The Company agrees and acknowledges that the TrustFund's advisermanager, Janus Capital Corporation J. & X. Xxxxxxxx & Co. Incorporated ("Janus CapitalXxxxxxxx"), is the sole owner of the name and xxxx "XxxxxXxxxxxxx" and that all use of any designation comprised in whole or part of Janus Xxxxxxxx (a "Xxxxx Xxxxxxxx Xxxx") under this Agreement shall inure to the benefit of Janus CapitalXxxxxxxx. Except as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxxxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus CapitalXxxxxxxx. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxxxxxx Xxxx(s) as soon as reasonably practicable, except to the extent necessary to service existing Contracts.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC or its affiliates ("Janus Capital"), ) is the sole owner of the name and xxxx mark "XxxxxJanus" and that all use of any designation xxx dxxxxxation comprised in whole or part of Janus (a "Xxxxx XxxxJanus Mark") under this Agreement shall inure Agreemenx xxxxx xxure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Janus Mark on its own behalf or on behalf xx xxxxxx of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the name or mark `Janus'" shall include but xxx be xxxxted to the Janus logo, the website www.janus.com and any and all elxxxxxxxx xxxxs relating to such website. The Company will make no use of the name or mark "Janus" except as expressly xxxvixxx xn this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and mark "Janus" shall inure to the xxxxfix xx Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) as soon as reasonably practicableJanus Mark(s).

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesshares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of portions of the Trust's Shares' current prospectusprospectuses, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, pertaining specifically to the Portfolios as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. Should the Company wish to print any such document in a different format than that provided by the Trust, the Company shall bear the cost associated with any format change. The Trust shall provide the Company with a copy of the Shares' its current statement of additional information information, including any amendments or supplements, in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company Trust shall bear its proportionate share of the costs of printing and distributing mailing documents including the Trust's Shares' prospectus, statement of additional informationcurrent prospectuses, shareholder reports and other shareholder communications from the Trust to owners of and applicants for policies Contracts for which Shares a Portfolio or Portfolios of the Trust are is serving or are to serve as an investment vehicle, using the number of pages as a guide. The Company will use its best efforts to control those costs, will submit bills therefor to the Trust for reimbursement, and will advise the Trust semi-annually, or more frequently as reasonably requested by the Trust, of how many Contract owners are using the Trust as a funding vehicle. The Company shall bear the costs of distributing mailing proxy materials (or similar materials such as voting solicitation instructions) and statements of additional information to Contract owners, as well as printing and mailing costs relating to prospective owners of Contracts. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 2.4. The Company agrees and acknowledges that the Adviser and the Trust's adviser, Janus Capital Corporation ("Janus Capital")or either of them, is the sole owner of the name and xxxx "XxxxxXxxxxxxxx & Xxxxxx Advisers Management Trust" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") such name or xxxx under this Agreement shall inure to the benefit of Janus Capitalthe Adviser. Except as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxx such name or xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Adviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) such name or xxxx as soon as reasonably practicable. 2.5. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Adviser is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material, including "broker only" material, in which the Trust or the Adviser is named, at least seven Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within five Business Days after receipt of such material. 2.6. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust, the Adviser or their respective designees. The Trust and the Adviser agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures to prevent distribution of "broker only" materials including information therein about the Trust or the Adviser to existing or prospective Contract owners. 2.7. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Adviser as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts. 2.8. The Trust and the Adviser shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. 2.9. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass trough voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company reserves the right, to the extent permitted by law, or interpretations by the Commission's staff, to vote shares held in any Account in its sole discretion.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) expense with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxJanus" and that all use of any designation xx anx xxsignation comprised in whole or part of Janus (a "Xxxxx XxxxJanus Mark") under this Agreement shall Agreemexx xxxxx inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Janus Mark on its own behalf or on behalf xx xxxxxx of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanus Mark(s) as soon as reasonably practicablereasonxxxx xxxxxicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's its expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready or PDF copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If , only if the Trust’s documents are provided to the Company elects within a reasonable time prior to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports required printing and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining distribution of such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided described in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable2.

Obligations of the Parties. 2.1 The Trust 2.1. PVC shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses prospectuses, profiles (if any) and statements of additional information of the TrustPVC. The Trust PVC shall bear the costs of registration and qualification of its shares, preparation and filing of or the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust PVC shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's Shares' PVC’s current prospectus, profile (if any), annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera camera-ready copy of such documents in a form suitable for printing. The Trust PVC shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. PVC shall also provide the Company with such other assistance as is reasonably necessary in order for the Company once each year (or as often as is required by the SEC) to have the prospectus for the Contracts and the prospectus or profile (if any) for the Funds printed together in one document. The Trust prospectus, profile (if any) and statement of additional information provided by PVC shall relate either to all funds of PVC or only the Funds of PVC, as the Company shall reasonably request. PVC (at its expense) shall provide the Company with copies of any TrustPVC-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' PVC’s prospectus, profile (if any), statement of additional information, shareholder reports and other shareholder communications (including sales literature) which are to be distributed to, and the costs of distributing such materials to, owners of and applicants for policies Contracts for which Shares of the Trust are PVC is serving or are is to serve as an underlying investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. PFDI agrees to pay the Company a fee based on attached Schedule B for reimbursement for the costs associated with the printing and distribution of materials and with the administrative processing of PVC Fund shares. 2.4. The Company shall furnish, or cause to be furnished, to PVC (bor its designee), a copy of the Contract prospectus and statement of additional information in which PVC or PFDI is first named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee) If a copy of each subsequent Contract prospectus and statement of additional information in which PVC or PFDI is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to PVC or PFDI. PVC may, in its reasonable discretion, request that the Company elects modify any references to include any materials provided by PVC or PFDI in subsequent filings. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee), each piece of sales literature or other promotional material in which PVC or PFDI is named, at least five Business Days prior to its use or concurrently with the Trustfiling of such document with the NASD, specifically prospectuseswhichever is greater. No such material shall be used if PVC (or its designee) reasonably objects to such use within five Business Days after receipt of such material. 2.5. PVC shall furnish, SAIsor cause to be furnished, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, to the Company assumes sole responsibility for maintaining (or its designee), a copy of any initial PVC prospectus and statement of additional information in which the Company is first named prior to the filing of such materials document with the SEC. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) a copy of each subsequent PVC prospectus, profile (if any) and statement of additional information in which the form Company is named concurrently with the filing of such document with the SEC provided by that there are no material changes in disclosure related to the Trust and for promptly replacing Company. The Company may, in its reasonable discretion, request that PVC modify any references to the Company in subsequent filings. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) each piece of sales literature or other promotional material in which the Company is named, at least five Business Days prior to its use or concurrently with the filing of such materials document with all updates provided by the TrustNASD, whichever is greater. No such material shall be used if the Company (or its designee) reasonably objects to such use within five Business Days after receipt of such material. 2.4 2.6. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use give any Xxxxx Xxxx information or make any representations or statements on behalf of PVC or PFDI or concerning PVC, PFDI or the Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, prospectus or profile (if any) for PVC shares (as such registration statement, profile (if any) and prospectus may be amended or supplemented from time to time), reports of PVC, PVC-sponsored proxy statements, or in sales literature or other promotional material approved by PVC or its own behalf designee or PFDI, except as required by legal process or regulatory authorities or with the written permission of PVC or its designee or PFDI. 2.7. Neither PVC nor PFDI shall give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in any and accurately derived from the registration statementstatement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), advertisement, or in materials approved by the Company for distribution including sales literature or other materials relating promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. PVC or PFDI will provide the Company with as much advance notice as is reasonably practicable of any material change affecting the Funds (including, but not limited to, any material change in its registration statement or prospectus affecting the Funds and any proxy solicitation sponsored by PVC or PFDI affecting the Funds) and consult with the Company in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them when reasonably practicable in the view of PVC in conjunction with regular annual updates of the prospectus for the Contracts. 2.9. PVC and PFDI agree to maintain a blanket fidelity bond or similar coverage for the benefit of PVC in an amount not less than the minimum coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time under the 1000 Xxx. 2.10. So long as, and to the extent that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts which are registered as investment companies under the 1940 Act, in shares of PVC. PVC shall require all Participating Insurance Companies to calculate voting privileges in a consistent manner, and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by PVC. The Company will vote shares of PVC held by an Account and for which no timely voting instructions from Contract owners are received, as well as shares that it owns directly or Contracts indirectly through an Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for PVC shares held by Contract owners without the prior written consent of Janus Capital. Upon termination of this Agreement for any reasonPVC, which consent may be withheld in PVC’s sole discretion, except in the event that the Company determines, in reliance on an opinion of counsel, that a proxy proposal would result in a violation of applicable insurance laws. 2.11. PVC shall use its best efforts to maintain qualification of each Fund as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”) and shall notify the Company immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. PVC and PFDI acknowledge that compliance with Subchapter M is an essential element of compliance with Section 817(h) by a corporation. 2.12. Each Fund shall comply with the requirements of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance policies and variable annuity contracts, and PVC shall notify the Company immediately upon having a reasonable basis for believing that any Fund has ceased or might cease to so comply. In addition, PVC will immediately take such steps as may reasonably be necessary to adequately diversify the Fund to achieve compliance. 2.13. PVC shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis. 2.14. PVC shall provide monthly statements of account as of the end of each month for all use of the Company’s accounts by the fifteenth (15th) Business Day of the following month. 2.15. The Company acknowledges that the Funds are intended for long-term investment purposes and not for “market timing” or other forms of excessive short-term trading, represents and warrants that it has adopted policies and procedures reasonably designed to identify and curtail excessive short-term trading in interests in the Accounts, agrees to furnish PVC such information as may be reasonably requested to permit its Board to consider such policies and procedures and further agrees to cooperate with PVC in implementing any Xxxxx Xxxx(s) as soon as reasonably practicablepolicies and procedures adopted by PVC to identify and curtail excessive short-term trading in shares of the Funds of PVC in which the Accounts may invest.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC (and any state regulators requiring such filing filing) all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and any other documents required of the Trust (e.g., Forms N-SAR and N-CSR) and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust (at its expense) shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' ’s current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The printing (except that the Trust shall may provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company). The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials. (a) The Company Trust shall bear the costs of printing and distributing the Trust's Shares' ’s prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Trust shall provide all such materials to the Company assumes sole responsibility for ensuring on a timely basis so that the Company can ensure that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of it has no rights to the name and xxxx "Xxxxx" “Access” and that all use of any designation comprised in whole or part of Janus Access (a "Xxxxx an “Access Xxxx"”) under this Agreement shall inure to the benefit of Janus Capitalthe Trust. Except as provided in Section 2.5, the Company shall not use any Xxxxx Access Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Trust; provided, however, that nothing in this Section 2.4 shall be construed as an agreement or concession that the Trust or Adviser have a valid claim to “Access” as a xxxx. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) Access xxxx as soon as reasonably practicable, except to the extent necessary to service existing Contract Owners investing in Accounts that utilize one or more Portfolios as an investment vehicle. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or the Adviser is named within five Business Days after the filing of such document with the SEC. (b) The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or the Adviser is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use in writing within five Business Days after receipt of such material. (c) The Trust shall furnish, or cause to be furnished, to the Company or its designee, a copy of each prospectus, statement of additional information, report, proxy statement, and all supplements and amendments to any of the above, in which the Company, the Accounts or the Contracts are named or identified, prior to filing of such document with the SEC. The Trust shall make every effort to furnish to the Company at least ten (10) business days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief (and any amendments thereto) naming, pertaining to, or affecting the Company, the Accounts, or the Contracts. In no event shall such documents be furnished to the Company less than five (5) business days prior to such filing. (d) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least five Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use in writing within five Business Days after receipt of such material. (e) For purposes of this Section 2.5, “in writing” shall include facsimile and e-mail communications. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its Adviser in connection with the sale of the Contracts other than information or representations contained in and in conformity with the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and in conformity with the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the permission of the Company or its designee. 2.8 So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may not be unreasonably withheld. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios’ investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) (“broker only materials”) is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials by the Company or its agents. 2.11 For purposes of Section 2.5, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic communication, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to customers or the public. 2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust’s registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account’s registration statement under the 1933 Act relating to the Contracts or each Account prospectus that may affect the offering of Shares of the Trust, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account’s interests pursuant to the Contracts that may affect the offering of Shares of the Trust, or (iv) any other action or circumstances involving the Company or the Accounts that may prevent the lawful offer or sale of Shares of the Trust in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-Trust sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's its expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of distribute any Trust-sponsored proxy materials in such quantity as to Contract owners through a proxy solicitation firm, and the Company agrees to provide reasonable support and cooperation for any proxy solicitation. The Trust shall reasonably require for provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution to Contract ownersof such materials. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust or as filed in definitive form with the SEC, and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees Parties each agree and acknowledges acknowledge that it has no rights to the Trust's advisername, Janus Capital Corporation ("Janus Capital")log, is the sole owner brand or xxxx of the name and xxxx "Xxxxx" other Party or its affiliates and that all use of any designation comprised in whole or part of Janus (any such name, log, brand or xxxx by a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts Party is prohibited without the prior written consent of Janus Capitalthe other Party, unless use is required under applicable law. Upon termination of this Agreement for any reason, the Company each Party shall cease all use of any Xxxxx Xxxx(s) the other Party's name, log, brand or xxxx as soon as reasonably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser(s) is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. (b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company or its designee. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 To the extent the Company is aware, the Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. 2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the 0000 Xxx. 2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (a) The Company confirms that it will be considered the Trust's agent for purposes of Rule 22c-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company may authorize such intermediaries as it deems appropriate (“Correspondents”) to receive orders on the Trust’s behalf for purposes of Rule 22c-1 under the Investment Company Act. The Company shall be liable to the Trust for each Correspondent’s compliance with this Section 2.14 to the same extent as if the Company itself had acted or failed to act instead of the Correspondent. The Company acknowledges that it has: (1) adopted and implemented procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior to the Market Close; and (2)determined that each Correspondent has adopted and implemented its own internal procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior the Market Close. (b) The Company agrees to provide or cause to be provided, promptly upon request by the Trust, the Taxpayer Identification Number ("TIN"), the International/Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, and the amount, date, name or other identifier of any investment professional(s) associated with a shareholder(s) or Account (if known), of all shareholders that purchased, redeemed, transferred or exchanged Fund shares held through an Account with the Company covered by the period of the request. (c) If the requested information is not on the Company's books and records, the Company agrees to: (a) promptly obtain and transmit the requested information; (b) obtain assurances from the indirect intermediary with access to such information that the requested information will be provided directly to the Trust promptly; or (c) if directed by the Trust, block further purchases of Fund Shares from such indirect intermediary. In such instance, the Company agrees to inform the Trust whether it plans to perform (a), (b) or (c). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. (d) The Company agrees to transmit the requested information that is on its books and records to the Trust or its designee promptly, but in any event not later than ten business days, after receipt of a request. To the extent practicable, the format for any transaction information provided to the Trust should be consistent with the NSCC Standardized Data Reporting Format. All shareholder information shall be transmitted and received by both parties using data security and encryption technology that is standard for the industry in transmitting confidential information. (e) The Company will execute or cause to be executed any instructions from the Trust or its agents to restrict or prohibit further purchases or exchanges of Fund shares by a shareholder who has been identified by the Trust as having engaged in transactions in Fund shares (either directly or indirectly through an account with the Company) that violate policies established by the Trust.

Obligations of the Parties. 2.1 2.1. The Trust Fund shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs cost of registration and qualification of its shares, preparation and filing of the documents listed in this Section section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust Fund or the Distributor shall either (ai) provide the Company (at the Company's expense) with as many copies of the TrustFund's Shares' or the relevant Portfolio's current prospectus, statement of additional information, annual reportreports, semi-annual report reports and other shareholder communications, including any amendments or supplements to any of the foregoingforegoing ("Fund Documents"), as the Company shall reasonably request; or (bii) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust Fund or the Distributor shall provide the Company with a copy of the Shares' Fund's statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) Fund shall provide the Company with copies of any TrustFund-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the TrustFund's Shares' or the relevant Portfolio's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are Fund is serving or are is to serve as an investment vehicle. The Company Fund and Distributor shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (ba) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the TrustFund's advisermanager, Janus Capital Corporation J. & W. Seligman & Co. Incorporated ("Janus CapitalSeligman"), is the sole owner of the name xxx xxxx xxd mark "Seligman" and xxxx "Xxxxx" and that all xxx use of any designation comprised in whole or part of Janus wxxxx ox xxxx xf Seligman (a "Xxxxx XxxxSeligman Mark") under this Agreement shall inure to the benefit txx xxxxxit of Janus CapitalXxxxxxxx. Except Xxcept as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxx xxx xxx Seligman Mark on its own behalf or on behalf of the Accounts or Contracts in any Coxxxxxxx xx xxy registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus CapitalSeligman. Upon termination of this Agreement for any reason, the Company shall Cxxxxxx xhall cease all use of any Xxxxx Xxxx(sSeligman Mark(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxXxnux" and xxd that all use of any designation comprised in whole or part of Janus (a "Xxxxx Janux Xxxx") under xnder this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Janux Xxxx on xx its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanux Xxxx(x) as soon as reasonably practicable.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The prospectus and statement of additional information provided by the Trust shall relate either to all Portfolios of the Trust or only selected Portfolios of the Trust, as the Company shall reasonably request. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. 2.5. The Company shall furnish, or cause to be furnished, to the Trust (bor its designee), a copy of the initial Contract prospectus and statement of additional information in which the Trust or the Adviser is first named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust (or its designee) If a copy of each subsequent Contract prospectus and statement of additional information in which the Trust or the Adviser is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to the Trust or the Adviser. The Trust may, in its reasonable discretion, request that the Company elects modify any references to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by or the Trust. 2.4 Adviser in subsequent filings. The Company agrees and acknowledges that shall furnish, or shall cause to be furnished, to the Trust's adviser, Janus Capital Corporation Trust ("Janus Capital"or its designee), is the sole owner each piece of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating promotional material in which the Trust or the Adviser is named, at least five Business Days prior to its use or concurrently with the Accounts filing of such document with the National Association of Securities Dealers, Inc. ("NASD"), whichever is greater. No such material shall be used if the Trust (or Contracts without the prior written consent its designee) reasonably objects to such use within five Business Days after receipt of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicablesuch material.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If 2.4 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least ten Business Days prior to it use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.5 The Trust and the Underwriter shall pay no fee or other compensation to the Company elects or its Affiliates under this Agreement, except as set forth in Section 2.7 and except that if the Trust or any Fund adopts and implements a plan pursuant to include Rule 12b-1 to finance distribution expenses, the Underwriter or the Trust may make payments to the Company in amounts consistent with that 12b-1 plan, subject to review by the trustees of the Trust. 2.6 All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall see to it that any materials provided offering of its shares is registered and that all of its shares are authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Trust, specifically prospectuses, SAIs, shareholder reports in accordance with applicable state laws prior to their sale. The Trust shall bear the cost of registration and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that qualification of the Trust's advisershares, Janus Capital Corporation ("Janus Capital")preparation and filing of the Trust's prospectus and registration statement, is proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders, the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Trust's shares. 2.7 The Company bears the responsibility and correlative expense for administrative and support services for Contract owners. The Adviser recognizes the Company as the sole owner shareholder of shares of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") Trust issued under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Agreement. 2.8 The Company shall not use give any Xxxxx Xxxx on its own behalf information or make any representations or statements on behalf of the Accounts Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in any and accurately derived from the registration statementstatement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), advertisementreports of the Trust, Trust-sponsored proxy statements, or in sales literature or other materials relating to promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.9 The Trust shall not give any information or make any representations or statements on behalf of the Company or its Affiliates or concerning the Company or its Affiliates, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company or its Affiliates for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company or its Affiliates. 2.10 The phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all registered representatives. 2.11 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares its owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. With respect to unregistered Accounts, the Company will vote shares in proportion to all other votes cast by other Accounts. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of Janus Capital. Upon termination of this Agreement for any reasonthe Trust, which consent may be withheld in the Trust's sole discretion. 2.12 The Company shall cease all use notify the Trust of any Xxxxx Xxxx(s) as soon as reasonably practicableapplicable state insurance laws that restrict the Funds' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a -3- 4 form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxXxnux" and xxd that all use of any designation comprised in whole or part of Janus (a "Xxxxx Janux Xxxx") under xnder this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Janux Xxxx on xx its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanux Xxxx(x) as soon as reasonably practicable.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information Prospectuses of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company2.2. As mutually agreed, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectusProspectus, annual report, semi-semi- annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of in electronic format (PDF) such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Trust and Company shall pay no fee or other compensation to each other under this agreement. All expenses incident to the performance of the Company's obligations under this agreement shall be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this agreement shall be borne by the Trust, except as expressly provided otherwise. The Company shall bear all costs associated with printing and distributing such documents to persons who are not Contract owners, including the costs of printing Prospectuses that are used for marketing purposes. The Trust shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional informationProspectus, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. If the parties agree to have such documents printed by the Company in accordance with Section 2.2(b), the Trust shall reimburse the Company for all actual reasonable expenses incurred in connection therewith. The Company Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such all proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the 2.4. The Company elects shall furnish, or cause to include any materials provided by the Trustbe furnished, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by to the Trust and for promptly replacing or its designee, a copy of each Contract Prospectus in which the Trust is named contemporaneously with the filing of such materials document with all updates provided by the TrustSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.4 2.5. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use give any Xxxxx Xxxx on its own behalf information or make any representations or statements on behalf of the Accounts Trust or Contracts concerning the Trust other than information or representations or statements contained in any and accurately derived from the registration statementstatement or Prospectus for the Trust shares (as such registration statement and Prospectus may be amended or supplemented from time to time), advertisementreports of the Trust, Trust-sponsored proxy statements, or in sales literature or other materials relating promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.6. The Trust or the Underwriter shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company reasonably objects to such use within ten Business Days after receipt of such material. 2.7. The Trust and the Underwriter shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information, statements or representations contained in and accurately derived from the registration statement or Prospectus for the Contracts (as such registration statement and Prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. For purposes of this Article II, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Trust or any affiliate of the Trust: advertisements (such as material published, or designed for use in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature, or published article), education or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. 2.9. So long as, and to the extent that the SEC requires pass-through voting privileges for variable Contract owners, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts handle voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of Janus Capitalthe Trust, which consent may be withheld in the Trust's sole discretion. 2.10. Upon termination The Company shall promptly notify the Trust of this Agreement any applicable state insurance laws that restrict the Funds' investments or otherwise affect the operation of the Trust and shall promptly notify the Trust of any changes in such laws. 2.11. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for any reasonannual meetings or comply with Section 16(c) of the 1940 Act (although the trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Company shall cease all use Trust will act in accordance with the Securities and Exchange Commission's interpretation of any Xxxxx Xxxx(sthe requirements of Section 16 (a) as soon as reasonably practicablewith respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The prospectus and statement of additional information provided by the Trust shall relate either to all Portfolios of the Trust or only selected Portfolios of the Trust, as the Company shall reasonably request. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 2.4. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), Adviser is the sole owner of the name and xxxx mark "XxxxxXxnux" and xxd that all use of any designation comprised in whole or part of Janus (a "Xxxxx Janux Xxxx") under xnder this Agreement shall inure to the benefit of Janus Capitalthe Adviser. Except as provided in Section 2.5, the Company shall not use any Xxxxx Janux Xxxx on xx its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Adviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanux Xxxx(x) as soon as reasonably practicable. 2.5. The Company shall furnish, or cause to be furnished, to the Trust (or its designee), a copy of the initial Contract prospectus and statement of additional information in which the Trust or the Adviser is first named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust (or its designee) a copy of each subsequent Contract prospectus and statement of additional information in which the Trust or the Adviser is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to the Trust or the Adviser. The Trust may, in its reasonable discretion, request that the Company modify any references to the Trust or the Adviser in subsequent filings. The Company shall furnish, or shall cause to be furnished, to the Trust (or its designee), each piece of sales literature or other promotional material in which the Trust or the Adviser is named, at least five Business Days prior to its use or concurrently with the filing of such document with the National Association of Securities Dealers, Inc. ("NASD"), whichever is greater. No such material shall be used if the Trust (or its designee) reasonably objects to such use within five Business Days after receipt of such material.

Obligations of the Parties. 2.1 The Trust 2.1. PVC shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses prospectuses, profiles (if any) and statements of additional information of the TrustPVC. The Trust PVC shall bear the costs of registration and qualification of its shares, preparation and filing of or the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust PVC shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's Shares' PVC’s current prospectus, profile (if any), annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera camera-ready copy of such documents in a form suitable for printing. The Trust PVC shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. PVC shall also provide the Company with such other assistance as is reasonably necessary in order for the Company once each year (or as often as is required by the SEC) to have the prospectus for the Contracts and the prospectus or profile (if any) for the Funds printed together in one document. The Trust prospectus, profile (if any) and statement of additional information provided by PVC shall relate either to all funds of PVC or only the Funds of PVC, as the Company shall reasonably request. PVC (at its expense) shall provide the Company with copies of any TrustPVC-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' PVC’s prospectus, profile (if any), statement of additional information, shareholder reports and other shareholder communications (including sales literature) which are to be distributed to, and the costs of distributing such materials to, owners of and applicants for policies Contracts for which Shares of the Trust are PVC is serving or are is to serve as an underlying investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. PFDI agrees to reimburse the Company for the reasonable costs of printing, duplicating and/or mailing relating to the following PVC documents to be provided by Company to Contract owners: prospectuses, statements of additional information, annual reports, semi-annual reports, and proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). Company will monitor such costs and use its best efforts to control these costs. Should Company wish to print any of these documents in a format different from that provided by PVC, Company shall provide PVC with sixty (60) days’ prior written notice and Company shall bear the costs associated with any format change. 2.4. The Company shall furnish, or cause to be furnished, to PVC (bor its designee), a copy of the Contract prospectus and statement of additional information in which PVC or PFDI is first named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee) If a copy of each subsequent Contract prospectus and statement of additional information in which PVC or PFDI is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to PVC or PFDI. PVC may, in its reasonable discretion, request that the Company elects modify any references to include any materials provided by PVC or PFDI in subsequent filings. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee), each piece of sales literature or other promotional material in which PVC or PFDI is named, at least five Business Days prior to its use or concurrently with the Trustfiling of such document with the NASD, specifically prospectuseswhichever is greater. No such material shall be used if PVC (or its designee) reasonably objects to such use within five Business Days after receipt of such material. 2.5. PVC shall furnish, SAIsor cause to be furnished, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, to the Company assumes sole responsibility for maintaining (or its designee), a copy of any initial PVC prospectus and statement of additional information in which the Company is first named prior to the filing of such materials document with the SEC. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) a copy of each subsequent PVC prospectus, profile (if any) and statement of additional information in which the form Company is named concurrently with the filing of such document with the SEC provided by that there are no material changes in disclosure related to the Trust and for promptly replacing Company. The Company may, in its reasonable discretion, request that PVC modify any references to the Company in subsequent filings. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) each piece of sales literature or other promotional material in which the Company is named, at least five Business Days prior to its use or concurrently with the filing of such materials document with all updates provided by the TrustNASD, whichever is greater. No such material shall be used if the Company (or its designee) reasonably objects to such use within five Business Days after receipt of such material. 2.4 2.6. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use give any Xxxxx Xxxx information or make any representations or statements on behalf of PVC or PFDI or concerning PVC, PFDI or the Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, prospectus or profile (if any) for PVC shares (as such registration statement, profile (if any) and prospectus may be amended or supplemented from time to time), reports of PVC, PVC-sponsored proxy statements, or in sales literature or other promotional material approved by PVC or its own behalf designee or PFDI, except as required by legal process or regulatory authorities or with the written permission of PVC or its designee or PFDI. 2.7. Neither PVC nor PFDI shall give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in any and accurately derived from the registration statementstatement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), advertisement, or in materials approved by the Company for distribution including sales literature or other materials relating promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. PVC or PFDI will provide the Company with as much advance notice as is reasonably practicable of any material change affecting the Funds (including, but not limited to, any material change in its registration statement or prospectus affecting the Funds and any proxy solicitation sponsored by PVC or PFDI affecting the Funds) and consult with the Company in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them when reasonably practicable in the view of PVC in conjunction with regular annual updates of the prospectus for the Contracts. 2.9. PVC and PFDI agree to maintain a blanket fidelity bond or similar coverage for the benefit of PVC in an amount not less than the minimum coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time under the 0000 Xxx. 2.10. So long as, and to the extent that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts which are registered as investment companies under the 1940 Act, in shares of PVC. PVC shall require all Participating Insurance Companies to calculate voting privileges in a consistent manner, and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by PVC. The Company will vote shares of PVC held by an Account and for which no timely voting instructions from Contract owners are received, as well as shares that it owns directly or Contracts indirectly through an Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for PVC shares held by Contract owners without the prior written consent of Janus Capital. Upon termination of this Agreement for any reasonPVC, which consent may be withheld in PVC’s sole discretion, except in the event that the Company determines, in reliance on an opinion of counsel, that a proxy proposal would result in a violation of applicable insurance laws. 2.11. PVC shall use its best efforts to maintain qualification of each Fund as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”) and shall notify the Company immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. PVC and PFDI acknowledge that compliance with Subchapter M is an essential element of compliance with Section 817(h) by a corporation. 2.12. Each Fund shall comply with the requirements of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance policies and variable annuity contracts, and PVC shall notify the Company immediately upon having a reasonable basis for believing that any Fund has ceased or might cease to so comply. In addition, PVC will immediately take such steps as may reasonably be necessary to adequately diversify the Fund to achieve compliance. 2.13. PVC shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis. 2.14. PVC shall provide monthly statements of account as of the end of each month for all use of the Company’s accounts by the fifteenth (15th) Business Day of the following month. 2.15. The Company acknowledges that the Funds are intended for long-term investment purposes and not for “market timing” or other forms of excessive short-term trading, represents and warrants that it has adopted policies and procedures reasonably designed to identify and curtail excessive short-term trading in interests in the Accounts, agrees to furnish PVC such information as may be reasonably requested to permit its Board to consider such policies and procedures and further agrees to cooperate with PVC in implementing any Xxxxx Xxxx(s) policies and procedures adopted by PVC to identify and curtail excessive short-term trading in shares of the Funds of PVC in which the Accounts may invest. The parties agree to adhere to the provisions set forth as soon as reasonably practicableExhibit 2 in order to comply with Rule 22c-2 under the 1940 Act.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a -3- form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws, provided that Trust provides such materials in a prompt manner and in a form and formate in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all reports and other documentation for which filing is required, including but not limited to shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual reportreport for any specific Portfolio, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing, or in a computer diskette or Internet format that cannot be changed by the Company (i.e. read-only or PDF format). The Trust will provide the Company with the prospectus (pursuant to either (a) or (b) above) as soon as reasonably possible after it receives final SEC comments and before the date of the prospectus (if reasonably possible). If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for replacing such materials with all updates provided by the Trust. The prospectus will contain only those Portfolios specified by the Company, upon reasonable notice by the Company. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust or the Adviser shall bear the costs of distributing such proxy materials (or similar materials such as voting solicitation instructions) to the Company's Contract owners, including expenses associated with the production and personalization of the voting instruction materials. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that the delivery of such materials are delivered as well as proxy materials to Contract owners in accordance with applicable federal and state securities lawslaws pursuant to the terms of the letter agreement between the Company and Janus Capital Corporation dated ___________, 1998. (ba) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges Adviser represents that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), it is the sole owner of the name and xxxx "Xxxxx." and Based on that representation the Company agrees that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.the

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy or PDF format, font embedded or zipped postscript file, of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust will provide these documents within a reasonable period of time so that the Company can distribute the documents to Contract owners in a timely manner. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. The Trust or its adviser shall bear all the expenses associated with supplements to the prospectus that correct any errors or omissions made by the Trust within the prospectus. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesshares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of portions of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, pertaining specifically to the Portfolios as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printingprinting and from which the information relating to each of the series of the Trust other than the Portfolios has been deleted to the extent practicable. Should the Company wish to print any such document in a different format than that provided by the Trust, the Company shall bear the cost of any format change. The Trust shall provide the Company with a copy of the Shares' its current statement of additional information information, including any amendments or supplements, in a form suitable for duplication duplicaton by the CompanyCompany (at its expense). The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company Trust shall bear its proportionate share of the costs of printing and distributing documents including the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies Contracts for which Shares a Portfolio or Portfolios of the Trust are is serving or are to may serve as an investment vehicle, such proportionate share, when not directly determinable, to be based on the relative number of pages. The Company will use its best efforts to control those costs, will submit bills therefor to the Trust for reimbursement, and will advise the Trust semi-annually of how many Contract owners are using the Trust as a funding vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) and statements of additional information to Contract owners, as well as printing and distribution costs relating to prospective owners of Contracts. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 2.4. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), Distributor is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") such name or xxxx under this Agreement shall inure insure to the benefit of Janus Capitalthe Distributor. Except as provided in Section 2.5, . the Company shall not use any Xxxxx Xxxx such name or xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) such name or xxxx as soon as reasonably practicable. 2.5. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material. 2.6. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners. 2.7. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts. 2.8. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. 2.9. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion. 2.10. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto. 2.11. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC (and any state regulators requiring such filing filing) all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and any other documents required of the Trust (e.g., Forms N-SAR and N-CSR) and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust (at its expense) shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The printing (except that the Trust shall may provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company). The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials. (a) The Company Trust shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Trust shall provide all such materials to the Company assumes sole responsibility for ensuring on a timely basis so that the Company can ensure that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of it has no rights to the name and xxxx mark "XxxxxAccess" and that all use xxx of any designation comprised in whole or part of Janus Access (a an "Xxxxx XxxxAccess Mark") under this Agreement shall Agreemenx xhall inure to the benefit of Janus Capitalthe Trust. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Access Mark on its own behalf or on behalf xx xehalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Trust; provided, however, that nothing in this Section 2.4 shall be construed as an agreement or concession that the Trust or Adviser have a valid claim to "Access" as a mark. Upon termination of this xxxs Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) Access mark as soon as reasonably practicablexxacticable, except to the extent necessary to service existing Contract Owners investing in Accounts that utilize one or more Portfolios as an investment vehicle. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or the Adviser is named within five Business Days after the filing of such document with the SEC. (b) The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or the Adviser is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use in writing within five Business Days after receipt of such material. (c) The Trust shall furnish, or cause to be furnished, to the Company or its designee, a copy of each prospectus, statement of additional information, report, proxy statement, and all supplements and amendments to any of the above, in which the Company, the Accounts or the Contracts are named or identified, prior to filing of such document with the SEC. The Trust shall make every effort to furnish to the Company at least ten (10) business days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief (and any amendments thereto) naming, pertaining to, or affecting the Company, the Accounts, or the Contracts. In no event shall such documents be furnished to the Company less than five (5) business days prior to such filing. (d) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least five Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use in writing within five Business Days after receipt of such material. (e) For purposes of this Section 2.5, "in writing" shall include facsimile and e-mail communications. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its Adviser in connection with the sale of the Contracts other than information or representations contained in and in conformity with the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and in conformity with the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the permission of the Company or its designee. 2.8 So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may not be unreasonably withheld. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials by the Company or its agents. 2.11 For purposes of Section 2.5, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic communication, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to customers or the public. 2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus that may affect the offering of Shares of the Trust, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts that may affect the offering of Shares of the Trust, or (iv) any other action or circumstances involving the Company or the Accounts that may prevent the lawful offer or sale of Shares of the Trust in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer the Trust is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with SCHEDULE C attached to this Agreement. (a) 2.3 The Company and Trust shall bear allocate expenses related to the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports reports, proxy materials and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. in accordance with Schedule C. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and acknowledges that Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust's adviserTrust or its designee, Janus Capital Corporation ("Janus Capital"), each piece of sales literature or other promotional material in which the Trust or its investment adviser is named at least ten Business Days prior to it use. No such material shall be used if the sole owner Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. The Trust reserves the name and xxxx "Xxxxx" and that all right to reasonably object to the continued use of any designation comprised such sales literature or other promotional material in whole which the Trust (or part of Janus (a "Xxxxx Xxxx"Fund) under this Agreement is named, and no such material shall inure to be used if the benefit of Janus Capital. Except as provided in Section 2.5, the Trust or its designee so objects. 2.5 The Company shall not use give any Xxxxx Xxxx on its own behalf information or make any representations or statements on behalf of the Accounts Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in any and accurately derived from the registration statementstatement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), advertisementreports of the Trust, Trust-sponsored proxy statements, or in sales literature or other materials relating promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.6 The Trust shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company is named at least ten Business Days prior to it use. No such material shall be used if the Company reasonably objects to such use within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company is named, and no such material shall be used if the Company so objects. 2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 The Trust shall provide, or cause to be provided, to the Company upon request, at least one complete copy of all registration statements, prospectuses, statements of additional information, reports to shareholders, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions and requests for no-action letters, and all amendments, that relate to the Funds or its shares. 2.9 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through registered Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of Janus Capital. Upon termination of this Agreement for any reasonthe Trust, which consent may be withheld in the Trust's sole discretion. 2.10 The Company shall cease all use notify the Trust of any Xxxxx Xxxx(s) applicable state insurance laws that restrict the Funds' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws. 2.11 The Trust or its designee will provide Company notice of any change within 60 days or as soon as reasonably practicablepracticable for a Fund, including but not limited to, (a) fund objective changes, (b) anticipated fund mergers/substitutions, and/or (c) conditions or undertakings that materially affect Company's rights or obligations hereunder. Harford reserves the right, in its sole discretion, to combine the delivery of Trust supplements to coordinate with other Hartford variable product supplements and the Trust shall bear the applicable proportionate mailing costs incurred in connection with circulating supplements that do not coincide with scheduled variable product prospectus updates.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its sharesShares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's its expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of distribute any Trust-sponsored proxy materials in such quantity as to Contract owners through a proxy solicitation firm, and the Company agrees to provide reasonable support and cooperation for any proxy solicitation. The Trust shall reasonably require for provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution to Contract ownersof such materials. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to prospective Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company Trust shall bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports, proxy materials (or similar materials such as voting solicitation instructions) and other shareholder communications to existing Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIsstatements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust or as filed in definitive form with the SEC, and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company Each Party agrees and acknowledges that it has no rights to the Trust's advisername, Janus Capital Corporation ("Janus Capital")logo, is the sole owner brand or xxxx of the name and xxxx "Xxxxx" other Party or its affiliates and that all use of any designation comprised in whole or part of Janus (any such name, logo, brand or xxxx by a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts Party is prohibited without the prior written consent of Janus Capitalthe other Party, unless use is required under applicable law. Upon termination of this Agreement for any reason, the Company each Party shall cease all use of any Xxxxx Xxxx(s) the other Party's name, logo, brand or xxxx as soon as reasonably practicable. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser(s) is named following the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material and reports, and all amendments to any of the above in which the Trust or its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least 5 Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within 5 Business Days after receipt of such material. (b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least 5 Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within 5 Business Days after receipt of such material. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Trust Shares (as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust and its affiliates shall not give any information or make any representations or statements on behalf of the Company or concerning the Company or any of its affiliates, the Contracts or the Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement of additional information, for the Contracts (as such registration statement, prospectus, and statement of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company or its designee. 2.8 So long as, and to the extent that the SEC interprets the 1940 Act to require pass- through voting privileges for owners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the Accounts, in Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust Shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 To the extent the Company is aware, the Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws. 2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. 2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the rules of the Financial Industry Regulatory Authority ("FINRA"), the 1933 Act or the I940 Act. 2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 2.13 The Company will immediately notify the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (a) The Company confirms that it will be considered the Trust's agent for purposes of Rule 22c-1 under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Company may authorize such intermediaries as it deems appropriate ("Correspondents") to receive orders on the Trust's behalf for purposes of Rule 22c- 1 under the Investment Company Act. The Company shall be liable to the Trust for each Correspondent's compliance with this Section 2.14(a) to the same extent as if the Company itself had acted or failed to act instead of the Correspondent. The Company acknowledges that it has: (1) Adopted and implemented procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior to the Market Close; and (2) Determined that each Correspondent has adopted and implemented its own internal procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior the Market Close. (b) The Company agrees to provide or cause to be provided, promptly upon request by the Trust, the Taxpayer Identification Number ("TIN"), the International/Individual Taxpayer Identification Number ("ITIN"), or other government-issued identifier ("GII"), if known, and the amount, date, name or other identifier of any investment professional(s) associated with a Contract owner(s) or account (if known), of all Contract owners that purchased, redeemed, transferred or exchanged Fund shares held through an account with the Company covered by the period of the request. (c) If the requested information is not on the Company's books and records, the Company agrees to: (i) promptly obtain and transmit the requested information; (ii) obtain assurances from the indirect intermediary with access to such information that the requested information will be provided directly to the Trust promptly; or (iii) if directed by the Trust, block further purchases of Fund Shares from such indirect intermediary. In such instance, the Company agrees to inform the Trust whether it plans to perform (i), (ii) or (iii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. Requests for transaction information will set forth a specific period for which transaction information is sought, which generally will not exceed 90 days from the date of the request. The Trust may request transaction information older than 90 days from the date of the request as they deem necessary to investigate compliance with policies (including, but not limited to, policies of the Trust regarding market-timing and the frequent purchasing and redeeming or exchanging of Fund Shares or any other inappropriate trading activity) established or utilized by the Trust for the purpose of eliminating or reducing any dilution of the value of the outstanding Fund Shares. If the Trust issues requests more than once per quarter, or otherwise issues extraordinary requests, the Trust shall reimburse the Company for the Company's reasonable costs associated with complying with such additional requests. (d) The Company agrees to transmit the requested information that is on its books and records to the Trust or its designee promptly, but in any event not later than ten business days, after receipt of a request. To the extent practicable, the format for any transaction information provided to the Trust should be consistent with the National Securities clearing Corporation ("NSCC")

Obligations of the Parties. 2.1 2.1. The Trust Fund shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs cost of registration and qualification of its shares, preparation and filing of the documents listed in this Section section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust Fund or the Distributor shall either (ai) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' Fund’s or the relevant Portfolio’s current prospectus, statement of additional information, annual reportreports, semi-annual report reports and other shareholder communications, including any amendments or supplements to any of the foregoingforegoing (“Fund Documents”), as the Company shall reasonably request; or (bii) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust Fund or the Distributor shall provide the Company with a copy of the Shares' Fund’s statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) Fund shall provide the Company with copies of any TrustFund-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' Fund’s or the relevant Portfolio’s prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are Fund is serving or are is to serve as an investment vehicle. The Company Fund and Distributor shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (ba) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviserFund’s manager, Janus Capital Corporation J. & X. Xxxxxxxx & Co. Incorporated ("Janus Capital"“Xxxxxxxx”), is the sole owner of the name and xxxx "Xxxxx" “Xxxxxxxx” and that all use of any designation comprised in whole or part of Janus Xxxxxxxx (a "Xxxxx “Xxxxxxxx Xxxx"”) under this Agreement shall inure to the benefit of Janus CapitalXxxxxxxx. Except as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxxxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus CapitalXxxxxxxx. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxxxxxx Xxxx(s) as soon as reasonably practicable. (b) The Fund and the Distributor agree and acknowledge that the Company and its affiliates are the sole owner or owners of the name and the xxxx “Canada Life Insurance Company of New York]” and that all use of any designation comprised in whole or part of Canada Life Insurance Company of New York (a Canada Life Insurance Company of New York Xxxx”) under this Agreement shall inure to the benefit of Canada Life Insurance Company of New York. Except as provided in section 2.5, neither the Fund nor the Distributor shall use any Canada Life Insurance Company of New York Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Canada Life Insurance Company of New York, subject to the last sentence of this Section 2.4(b). Upon termination of this Agreement for any reason, the Fund and the Distributor shall cease all use of any Canada Life Insurance Company of New York Xxxx(s) as soon as reasonably practicable, subject to the last sentence of this Section 2.4(b). Nothing in this Section 2.4(b) shall prohibit the Distributor from using any Canada Life Insurance Company of New York Xxxx in any documents or materials to the extent that such use is permitted under any other agreement by and between the Distributor and any affiliate of the Company or has been authorized by any such affiliate of the Company. (a) The Company shall fully disclose in each Contract prospectus any fees paid or to be paid by the relevant Portfolio under a plan adopted pursuant to Rule 12b-1 of the 1940 Act. The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of each Contract prospectus or statement of additional information in which the Fund or Xxxxxxxx is named prior to the filing of such document with the SEC. The Company shall furnish, or cause to be furnished, to the Fund or the Distributor a copy of each Contract prospectus or statement of additional information in which the Fund or Xxxxxxxx is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of advertising, sales literature or other promotional material in which the Fund, the Portfolios or Xxxxxxxx is named, at least ten Business Days prior to its use. No such material shall be used if the Fund or the Distributor reasonably objects to such use prior to such use. (b) The Distributor shall furnish, or cause to be furnished, to the Company a copy of each Fund or Portfolio prospectus or statement of additional information in which the Company is named prior to the filing of such document with the SEC. The Distributor shall furnish, or shall cause to be furnished, to the Company each piece of advertising, sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company reasonably objects to such use prior to such use. 2.6. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or Xxxxxxxx in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Fund shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Fund, Fund-sponsored proxy statements, or in any advertisements, sales literature or other promotional material approved by the Fund or the Distributor, except as required by legal process or regulatory authorities or with the written permission of the Fund or the Distributor. 2.7. Neither the Fund nor the Distributor shall give any information or make any representations or statements on behalf of the Company, or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including advertisements, sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. 2.9. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Distributor any complaints received from the Contract owners pertaining to the Fund or the Portfolios. 2.10. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. 2.11. For purposes of this Article II, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund, or to the Company, as the case may be: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees of the Company, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available to customers or the public with regard to the Fund. 2.12. The Distributor shall adopt and implement procedures reasonably designed to ensure that information concerning the Company, any of its affiliates, or the Contracts which is intended only for use only by brokers or agents selling the shares (i.e., information that is not intended for distribution to shareowners or prospective shareowners) is so used, and neither the Company nor any of its affiliates shall be liable for any losses, damages, or expenses relating to the improper use of such broker only materials. 2.13. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Fund which is intended only for use by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners or prospective Contract owners) is so used, and neither the Fund nor the Distributor shall be liable for any losses, damages, or expenses relating to the improper use of such broker only materials. The parties hereto agree that this section is not intended to designate or otherwise imply that the Company is an underwriter or distributor of the Fund’s shares. 2.14. The Fund hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which Contracts are offered disclosure regarding the potential risks of mixed- and shared-funding. 2.15. So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Fund. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each Account, the Company will vote shares of the Fund held by the Account and for which no timely voting instructions for policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. Subject to applicable law, the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund’s sole discretion. 2.16. The Company shall establish and disclose to Contract owners a reasonable policy designed to discourage frequent and disruptive purchases and redemptions of Fund shares by Contract owners and shall cooperate with the Fund to minimize the impact on the Fund of such transactions.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information Prospectuses of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company. As mutually agreed, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectusProspectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of in electronic format (PDF or other agreed upon format) such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) . The Trust and Company shall pay no fee or other compensation to each other under this agreement. All expenses incident to the performance of the Company's obligations under this agreement shall be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this agreement shall be borne by the Trust, except as expressly provided otherwise. The Company shall bear all costs associated with printing and distributing such documents to persons who are not Contract owners, including the costs of printing Prospectuses that are used for marketing purposes. The Trust shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional informationProspectus, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. If the parties agree to have such documents printed by the Company in accordance with Section 2.2(b), the Trust shall reimburse the Company for all actual reasonable expenses incurred in connection therewith. The Company Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such all proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the . The Company elects shall furnish, or cause to include any materials provided by the Trustbe furnished, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by to the Trust or its designee, a draft of each Contract Prospectus in which the Trust is named at least five Business Days prior to the filing of such document with the SEC and for promptly replacing a final copy of each Contract Prospectus in which the Trust is named contemporaneously with the filing of such materials with all updates provided by the Trust. 2.4 document. The Company agrees and acknowledges that the Trust's advisershall furnish, Janus Capital Corporation ("Janus Capital")or shall cause to be furnished, is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit Trust or its designee, each piece of Janus Capitalsales literature or other promotional material in which the Trust is named, at least ten Business Days prior to its use. Except as provided in Section 2.5, No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. The Company and the Distributor shall not use give any Xxxxx Xxxx on its own behalf information or make any representations or statements on behalf of the Accounts Trust or Contracts concerning the Trust other than information or representations or statements contained in any and accurately derived from the registration statementstatement or Prospectus for the Trust shares (as such registration statement and Prospectus may be amended or supplemented from time to time), advertisementreports of the Trust, Trust-sponsored proxy statements, or in sales literature or other materials relating promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. The Trust or the Distributor shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company reasonably objects to such use within ten Business Days after receipt of such material. The Trust and the Distributor shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information, statements or representations contained in and accurately derived from the registration statement or Prospectus for the Contracts (as such registration statement and Prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. For purposes of this Article II, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Trust or any affiliate of the Trust: advertisements (such as material published, or designed for use in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature, or published article), education or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. So long as, and to the extent that the SEC requires pass-through voting privileges for variable Contract owners, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts handle voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of Janus Capitalthe Trust, which consent may be withheld in the Trust's sole discretion. Upon termination of this Agreement for any reason, the The Company shall cease all use promptly notify the Trust of any Xxxxx Xxxx(s) applicable state insurance laws that restrict the Funds' investments or otherwise affect the operation of the Trust and shall promptly notify the Trust of any changes in such laws. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, as soon well as reasonably practicablesuch related provisions of the Trust's Amended and Restated Declaration of Trust. Each party agrees to cooperate with the other, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of the Trust and the Accounts. Company agrees to cooperate fully with the Trust so that the Trust may comply with all necessary reporting and disclosure obligations. Company will coordinate with the Trust on such matters and will provide to the Trust all necessary information, including disclosure documents, in a timely manner.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses Prospectuses and statements of additional information SAIs of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Distributor on behalf of the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectusProspectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust Distributor shall provide the Company with a copy of the Shares' statement of additional information ’ SAI in a form suitable for duplication by the Company. The Trust Distributor (at its or the Trust’s expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The If the Company elects to print shareholder communications pursuant to 2.2(b) above, the Company shall bear the costs of printing and distributing the Trust's Shares' ’s prospectus, statement of additional information. SAI, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructionsinstruction) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust and the Adviser shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (ba) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), Adviser is the sole owner of the name and xxxx mark "XxxxxJanus" and that all use of any designation ox xxy xxxxxnation comprised in whole or part of Janus (a "Xxxxx XxxxJanus Mark") under this Agreement shall inure Agreemenx xxxxx xnure to the benefit of Janus Capitalthe Adviser. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Janus Mark on its own behalf or on behalf xx xxxxxx of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capitalthe Adviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanus Mark(s) as soon as rexxxxxxxx xxacticable. (b) The Trust and the Adviser agree and acknowledge that the names "American United Life Insurance Company "AUL", or any derivative thereof or logo associated with those names ("AUL Mark") is the valuable propexxx xx xhe Company and its affiliates, and that the Trust shall not use any AUL Mark without the prior writxxx xxxxent of the Company. Upon termination of this Agreement for any reason, the Trust and the Adviser shall cease all use of any AUL Mark as soon as reasonably practicablepxxxxxxxxle. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or the Adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or the Adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. The Trust or its designee shall use their best efforts to provide such approval or, if approval is not given, then to provide comments suggesting appropriate changes to such information or representations as set forth in Section 2.5 above. 2.7 The Trust and the Adviser shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 If, and to the extent required by the Exemptive Order or that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to those owners of Contracts subject to the pass-through voting requirements whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from Contract owners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. All expenses incident to the tabulation of the Trust's proxy materials will be paid by the Trust, except postage and other costs of distributing proxy materials which will be paid by the Company. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus, statement of additional information or disclosure document in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission, if filing is required. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement, prospectus or other disclosure document for the Contracts, as applicable (as such documents may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 The Trust shall furnish, or cause to be furnished, to the Company a copy of each piece of sales literature or other material in which the Company is named, at least fifteen business days prior to its use. No such material shall be used if the Company objects to such use within fifteen business days after receipt of such material. 2.9 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.10 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws should the Company in its good faith best efforts become aware of such.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the CompanyTrust's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably requestrequest for Contract owners of policies for which Shares of the Trust are serving as an investment vehicle; or (b) provide the Company with a camera ready copy an electronic PDF version of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to prospective Contract owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 (a) The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxJanus" and that all use of any designation xxx dxxxxxation comprised in whole or part of Janus (a "Xxxxx XxxxJanus Mark") under this Agreement shall inure Agreemenx xxxxx xxure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Janus Mark on its own behalf or on behalf xx xxxxxx of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanus Mark(s) as soon as reasonaxxx xxxxxxcable. (b) The Trust and Distributor agree and acknowledge that the Company is the sole owner of the name and mark "Hartford" and that all use xx any designation comprised in whole or part of Hartford (a "Hartford Mark") under this Agreexxxx xxxxx xxure to the benefit of the Company. Except as provided in Section 2.5, neither the Trust nor the Distributor will use any Hartford Mark in any registratiox xxxxxxxxx, advertisement, sales literature or other materials relating to the Trust without the prior written consent of Hartford. Upon removal of the Portfolios from the Accounts for any reason, the Trust and the Distributor shall cease all use of any Hartford Mark(s) as soon as reasxxxxxx xxxxxxcable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably practicableobjects to such use within ten Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 Neither the Trust nor the Distributor shall give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.

Obligations of the Parties. 2.1 2.1. The Trust Fund shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs cost of registration and qualification of its shares, preparation preparation, and filing of the documents listed in this Section 2.1 section and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust Fund or the Distributor shall either (ai) provide the Company (at the Company's expense) with as many copies of the TrustFund's Shares' or the relevant Portfolio's current prospectus, statement of additional information, annual reportreports, semi-annual report reports and other shareholder communications, including any amendments or supplements to any of the foregoingforegoing ("Fund Documents"), as the Company shall reasonably request; or (bii) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust Fund or the Distributor shall provide the Company with a copy of the Shares' Fund's statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) Fund shall provide the Company with copies of any TrustFund-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the TrustFund's Shares' or the relevant Portfolio's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are Fund is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (ba) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the TrustFund 's advisermanager, Janus Capital Corporation J. & X. Xxxxxxxx & Co. Incorporated ("Janus CapitalXxxxxxxx"), is the sole owner of the name and xxxx "XxxxxXxxxxxxx" and that all use of any designation comprised in whole or part of Janus Xxxxxxxx (a "Xxxxx Xxxxxxxx Xxxx") under this Agreement shall inure to the benefit of Janus CapitalXxxxxxxx. Except as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxxxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus CapitalXxxxxxxx. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxxxxxx Xxxx(s) as soon as reasonably practicable. (b) The Fund and the Distributor agree and acknowledge that the Company and its affiliates are the sole owner or owners of the name and the xxxx "First Great-West Life & Annuity Insurance Company," "Great-West Life & Annuity Insurance Company," "GWFS Equities, Inc.," and the registered variable annuity accounts as set forth in Schedule A (collectively, the "Company Marks") , and that all use of any designation comprised in whole or part of these Company Marks under this Agreement shall inure to the benefit of the Company. Except as provided in section 2.5, neither the Fund nor the Distributor shall use any Company Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Company, subject to the last sentence of this Section 2.4(b). Upon termination of this Agreement for any reason, the Fund and the Distributor shall cease all use of any Company Xxxx(s) as soon as reasonably practicable, subject to the last sentence of this Section 2.4(b). Nothing in this Section 2.4(b) shall prohibit the Distributor from using any Company Xxxx in any documents or materials to the extent that such use is permitted under any other agreement by and between the Distributor and any affiliate of the Company or has been authorized by any such affiliate of the Company. (a) The Company shall, when required by applicable law, fully disclose in each Contract prospectus any fees paid or to be paid by the relevant Portfolio with respect to those fees that are required to be disclosed under a plan adopted pursuant to Rule 12b 1 of the 1940 Act. The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of each Contract prospectus or statement of additional information in which the Fund or Xxxxxxxx is named prior to, or within a reasonable time frame of, the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of advertising, sales literature or other promotional material in which the Fund, the Portfolios or Xxxxxxxx is named prior to its use. No such material shall be used if the Fund or the Distributor reasonably objects to such use. (b) The Distributor shall furnish, or shall cause to be furnished, to the Company each piece of advertising, sales literature or other promotional material in which the Company is named prior to its use. No such material shall be used if the Company reasonably objects to such use. 2.6. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or Xxxxxxxx in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Fund shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Fund, Fund-sponsored proxy statements, or in any advertisements, sales literature or other promotional material approved by the Fund or the Distributor, except as required by legal process or regulatory authorities or with the written permission of the Fund or the Distributor. 2.7. Neither the Fund nor the Distributor shall give any information or make any representations or statements on behalf of the Company, or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including advertisements, sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAls, reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. 2.9. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAls, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Distributor any complaints received from the Contract owners pertaining to the Fund or the Portfolios. 2.10. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. 2.11. For purposes of this Article II, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund, or to the Company, as the case may be: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, rad io, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees of the Company, and registration statements, prospectuses, SAls, shareholder reports, proxy materials, and any other communications distributed or made generally available to customers or the public with regard to the Fund. 2.12. The Distributor shall adopt and implement procedures reasonably designed to ensure that information concerning the Company, any of its affiliates, or the Contracts which is intended only for use only by brokers or agents selling the shares (Le., information that is not intended for distribution to shareowners or prospective shareowners) is so used, and neither the Company nor any of its affiliates shall be liable for any losses, damages, or expenses relating to the improper use of such broker only materials. 2.13. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Fund which is intended only for use by brokers or agents selling the Contracts (Le., information that is not intended for distribution to Contract owners or prospective Contract owners) is so used, and neither the Fund nor the Distributor shall be liable for any losses, damages, or expenses relating to the improper use of such broker only materials. The parties hereto agree that this section is not intended to designate or otherwise imply that the Company is an underwriter or distributor of the Fund's shares. 2.14. The Fund hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which Contracts are offered disclosure regarding the potential risks of mixed-and shared-funding. 2.15. So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide passthrough voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Fund. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each Account, the Company will vote shares of the Fund held by the Account and for which no timely voting instructions for policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. Subject to applicable law, the Company, and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 2.2. At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' if its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 2.4. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 section 2.1, and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole sold owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of the initial Contract prospectus and statement of additional information in which the Trust or its investment adviser is first named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, a copy of each subsequent contract prospectus and statement of additional information in which the Trust or its investment adviser is named concurrently with the filing of such document with the Securities and Exchange Commission provided that there are no material changes in disclosure related to the Trust or its investment provided that there are no material changes in disclosure related to the Trust or its investment adviser. The Trust may, in its reasonable discretion, request that the Company modify any references to the Trust or its investment adviser in subsequent filings. 2.6 The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. The Trust shall furnish, or cause to be furnished, to the Company or it designee, each piece of sales literature or other material in which the Company or any Contract is named, at least fifteen Business Days prior to use. No such material shall be used if the Company reasonably objects to such use within ten Business Days after receipt of such material. 2.7 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.8 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.9 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation Management LLC or its affiliates ("Janus Capital"), ) is the sole owner of the name and xxxx mark "XxxxxJanus" and that all use of any designation comprised in whole or part of wholx xx pxxx xf Janus (a "Xxxxx XxxxJanus Mark") under this Agreement shall inure to the benefit of Janus CapitalJaxxx Xxxxxxl. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx Janus Mark on its own behalf or on behalf of the Accounts or Contracts in any Contrxxxx xx xxy registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon All references contained in this Agreement to "the name or mark 'Janus'" shall include but not be limited to the Janus logo, xxx wexxxxx www.janus.com and any and all electronic links relating to such wexxxxx. Xxx Xxmpany will make no use of the name or mark "Janus" except as expressly provided in this Agreement or expxxxxly xxxxorized by Janus Capital in writing. All goodwill associated with the name and mark "Janus" shall inure to the benefit of Janus Capital or its afxxxxatxx. Xpon termination of this Agreement for any reason, the Company shall cease any and all use of any Xxxxx Xxxx(s) Janus Mark(s). 2.5 The Company shall furnish, or cause tx xx xxxxxshed, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as soon such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as reasonably practicablerequired by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information Prospectuses of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company2.2. As mutually agreed, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectusProspectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy in electronic format (PDF) of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3. The Trust and Company shall pay no fee or other compensation to each other under this agreement. All expenses incident to the performance of the Company's obligations under this agreement shall be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this agreement shall be borne by the Trust, except as expressly provided otherwise. The Company shall bear all costs associated with printing and distributing such documents to persons who are not Contract owners, including the costs of printing Prospectuses that are used for marketing purposes. The Trust shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional informationProspectus, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. If the parties agree to have such documents printed by the Company in accordance with Section 2.2(b), the Trust shall reimburse the Company for all actual reasonable expenses incurred in connection therewith. The Company Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such all proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the 2.4. The Company elects shall furnish, or cause to include any materials provided by the Trustbe furnished, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by to the Trust and for promptly replacing or its designee, a copy of each Contract Prospectus in which the Trust is named at least ten Business Days prior to the filing of such materials document with all updates provided by the TrustSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within five Business Days after receipt of such material. 2.4 2.5. The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company Distributor shall not use give any Xxxxx Xxxx on its own behalf information or make any representations or statements on behalf of the Accounts Trust or Contracts concerning the Trust other than information or representations or statements contained in any and accurately derived from the registration statementstatement or Prospectus for the Trust shares (as such registration statement and Prospectus may be amended or supplemented from time to time), advertisementreports of the Trust, Trust-sponsored proxy statements, or in sales literature or other materials relating to promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.6. The Trust shall not give any information or make any representations or statements on behalf of the Company or the Distributor or concerning the Company or the Distributor, the Accounts or the Contracts other than information, statements or representations contained in and accurately derived from the registration statement or Prospectus for the Contracts (as such registration statement and Prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.7. So long as, and to the extent that the SEC requires pass-through voting privileges for variable Contract owners, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts handle voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of Janus Capitalthe Trust, which consent may be withheld in the Trust's sole discretion. 2.8. Upon termination of this Agreement for any reason, the The Company shall cease all use promptly notify the Trust of any Xxxxx Xxxx(s) as soon as reasonably practicableapplicable state insurance laws that restrict the Funds' investments or otherwise affect the operation of the Trust and shall promptly notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer the Trust is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's advisershall furnish, Janus Capital Corporation ("Janus Capital")or cause to be furnished, is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit Trust or its designee, a copy of Janus Capitaleach Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. Except as provided The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in Section 2.5, which the Trust or its investment adviser is named at least ten Business Days prior to it use. No such material shall be used if the Trust or its designee reasonably objects to such use within ten Business Days after receipt of such material. 2.5 The Company shall not use give any Xxxxx Xxxx on its own behalf information or make any representations or statements on behalf of the Accounts Trust or concerning the Trust or its investment adviser in correction with the sale of the Contracts other than information or representations contained in any and accurately derived from the registration statementstatement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), advertisementreports of the Trust, Trust-sponsored proxy statements, or in sales literature or other materials relating to promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.6 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the, Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.7 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote shares of the Trust held by the Account and for which no timely voting emotions from policyowners are received as well as shares its owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of Janus Capital. Upon termination of this Agreement for any reasonthe Trust, which consent may be withheld in the Trust's sole discretion. 2.8 The Company shall cease all use notify the Trust of any Xxxxx Xxxx(s) as soon as reasonably practicableapplicable state insurance laws that restrict the Funds' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in a timely basis and in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Trust shall provide proxy materials to the Company as provided in Section 2.2, after which the Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), ) is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses Prospectuses and statements of additional information SAIs of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Distributor on behalf of the Trust shall either (a) provide the Company (at the Company's ’s expense) with as many copies of the Trust's ’s Shares' ’ current prospectusProspectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust Distributor shall provide the Company with a copy of the Shares' statement of additional information ’ SAI in a form suitable for duplication by the Company. The Trust Distributor (at its or the Trust’s expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The If the Company elects to print shareholder communications pursuant to 2.2(b) above, the Company shall bear the costs of printing and distributing the Trust's Shares' ’s prospectus, statement of additional informationSAI, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company Distributor or the Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructionsinstruction) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall use best efforts to provide camera-ready or diskette copies of annual and semi-annual reports to the Company no later than 45 days (and in no event later than 50 days) after the end of the Fund's reporting period. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.

Obligations of the Parties. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares' its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. (a) 2.3 The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are is serving or are is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and xxxx mark "XxxxxXxnux" and xxd that all use of any designation comprised in whole or part of Janus (a "Xxxxx Janux Xxxx") under xnder this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Xxxxx Janux Xxxx on xx its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(sJanux Xxxx(x) as soon as reasonably practicable.