Common use of Prospectuses and Proxy Statements; Voting Clause in Contracts

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall Fund or the Distributor will provide the Company in conjunction with the Company's standard printing cycle, at the Company's expense, with as many printed copies of the Fund’s current Fund prospectus and Statement of Additional Information for the Designated Portfolios as the Company may reasonably requestrequest for distribution, at the Company's expense, to prospective contractowners and applicants. The Fund or the Distributor will provide the Company in conjunction with the Company's standard printing cycle, at the Company's expense, as many copies of said prospectus as necessary for distribution, at the Company's expense, to existing contractowners. The Fund or the Distributor will provide the copies of said prospectus to the Company or to its mailing agent. If requested by the Company in lieu thereof, the Fund shall or the Distributor will provide camera-ready film containing such documentation, including a computer diskette or a final copy of a current prospectus set in type at the Fund’s prospectus and Statement of Additional Information's or Distributor's expense, and such other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus and/or Statement of Additional Information for the Fund is amended during the yearmore frequently) to have the prospectus, private offering memorandum or Fund's prospectus and the prospectuses of other disclosure document (“Disclosure Document”) for mutual funds in which assets attributable to the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts may be invested printed together in one document. AlternativelyIf in the event the Fund issues a new prospectus outside of the Company's standard printing cycle, then the Fund or the Distributor will provide the Company, at the Fund's or Distributor's expense, with as many copies of the current Fund prospectus for the Designated Portfolios as the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentencesreasonably request for distribution, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of at the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act's expense, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsand prospective contractowners and applicants. 3.2. The Fund’s prospectus shall Fund or the Distributor will provide the Company, at the Company's expense, with as many copies of the statement of additional information as the Company may reasonably request for distribution, at the Company's expense, to prospective contractowners and applicants. The Fund or the Distributor will provide, at the Company's expense, as many copies of said statement of additional information as necessary for distribution, at the Company's expense, to any existing contractowner who requests such statement or whenever state or federal law otherwise requires that such statement be provided. The Fund or the Statement Distributor will provide the copies of Additional Information for said statement of additional information to the Company or to its mailing agent. If requested by the Company in lieu thereof, the Fund is available from the Underwriter or the Company (Distributor will provide such documentation, including a computer diskette or a final copy of a current statement of additional information set in type at the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)'s or Distributor's expense. 3.3. The FundFund or the Distributor, at the Fund's or its affiliate's expense, shall will provide the Company or its mailing agent with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall will reasonably require for distributing require. The Company will distribute this proxy material, reports and other communications to Contract ownersexisting contractowners and tabulate the votes. 3.4. If and to the extent required by law the Company shallwill: (ia) solicit voting instructions from Contract ownerscontractowners; (iib) vote the Fund shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract ownerscontractowners; and (iiic) vote Fund shares of the Designated Portfolios held in the Account for which no timely instructions have been received in a particular separate account received, as well as shares it owns, in the same proportion as Fund shares of such portfolio Designated Portfolio for which instructions have been received in that separate account, from the Company's contractowners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownerscontractowners. The Except as set forth above, 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. Participating Insurance Companies shall The Company will be responsible for assuring that each of their its separate accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements, including the standards set forth on Schedule B attached hereto Mixed and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesShared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund either will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends to comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund will act in accordance with the Securities and Exchange Commission’s SEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s prospectus and Statement of Additional Informationexpense), and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. In the event that Portfolios of the Fund are made available in Contracts that were available for purchase before the date of this Agreement, the quantities above shall be limited to owners of Contracts issued after the date of this Agreement. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of the Statement of Additional Information free of charge to the Company for any owner of a Contract who requests such Statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract ownersowners who have allocated assets to subaccounts invested in the Funds. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companieshereto. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the FundTrust’s current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust’s profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the FundTrust’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the FundTrust’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundTrust’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the FundTrust’s prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the FundTrust’s per unit cost of typesetting and printing the FundTrust’s prospectus. The same procedures shall be followed with respect to the FundTrust’s Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The FundTrust’s prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the FundTrust’s discretion, the Prospectus shall state that such Statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-camera ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus (which shall mean, for purposes of this Article III if the Company so requests, a separate prospectus for each Fund portfolio used in a particular Account), and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: shall (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus (which shall mean, for purposes of this Article III if the Company so requests, a separate prospectus for each Fund portfolio used in a particular Account), and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's *prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may -may reasonably request. request If requested by the Company in lieu thereof, the Fund shall provide camera-camera- ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.13. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary necessary, including a diskette in the form sent to the financial printer, in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts Contracts, other funds and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or diskette in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. The Company agrees that it shall not alter in any way the forms of the Fund's prospectus and statement of additional information provided to it, including but not limited to the contents, layout and format of those documents. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film an electronic file such as a .pdf in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners.. The Fund will reimburse the Company in accordance with the attached Schedule D. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s Trust's discretion, the Prospectus shall state that such Statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-pass- through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information (including any supplements thereto) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film and/or computer diskette containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information by itself or in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. (a) The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. . (b) The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(aand (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-camera- ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s Trust's discretion, the Prospectus shall state that such Statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.contract

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Trust or its Distributor shall provide the Company Plan with as many printed copies of the FundTrust’s current prospectus Prospectus and Statement of Additional Information and any supplements thereto for the Class K shares of the Designated Portfolios (the “Trust’s SEC Disclosure Materials”) as the Company Plan may reasonably requestrequest for Plan participants then invested in Class K shares of the Designated Portfolios (“Current Participants”). If requested by the Company Plan in lieu thereof, the Fund Trust or the Distributor shall provide camera-ready film containing the Fund’s prospectus Prospectus and Statement of Additional Information, Information for the Class K shares and such other assistance as is reasonably necessary in order for the Company Plan once each year (or more frequently if any of the prospectus and/or Prospectus and Statement of Additional Information for the Fund Class K shares is amended during the year) to have distribute the prospectusTrust’s SEC Disclosure Materials to Current Participants. In addition, private offering memorandum or other disclosure document (“with respect to the Trust’s SEC Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information Materials provided by the Company Plan to its existing owners of Contracts Current Participants in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall preparing, printing, mailing or otherwise distributing the Trust’s SEC Disclosure Materials to Current Participants will be borne by the FundTrust. If Furthermore, if in such case the Company chooses to receive Plan or the Distributor is provided with camera-ready film of the Trust’s SEC Disclosure Materials in lieu of receiving printed copies of the Fund’s prospectusdocuments, the Fund will Trust shall promptly, upon request, reimburse the Company Plan or the Distributor, as the case may be, for the printing, mailing and other costs incurred in an amount equal distributing those documents to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectusCurrent Participants. The same procedures Plan and the Distributor shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee Trust with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust expenses do not include any costs or expenses with respect to the cost printing, mailing or other distribution of printing any prospectuses or Statements of Additional Information the Trust’s SEC Disclosure Materials to Plan Participants other than those actually distributed to existing owners of the ContractsCurrent Participants. 3.2. The FundNeither AXA Equitable nor the Plan may alter the form of the Trust’s prospectus SEC Disclosure Materials, Annual and Semi-Annual Reports to shareholders, proxy statements or other Trust documents without the prior approval of the Trust. AXA Equitable or the Plan, as appropriate, will bear all costs associated with such alteration. 3.3. If required by Form N-1A, the Trust’s Prospectus shall state that the Statement of Additional Information for the Fund for the Class K shares of the Designated Portfolios is available from the Underwriter Distributor or the Company Plan (or in the FundTrust’s discretion, the Prospectus shall state that such Statement of Additional Information is available from the FundTrust). 3.33.4. The FundTrust, at its expense, shall provide the Company Plan with copies of its proxy statements, reports Annual and Semi-Annual Reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity quantities as the Company Plan shall reasonably require for mailing or otherwise distributing such materials to Contract ownersCurrent Participants and shall assume all expenses associated with mailing or otherwise distributing those materials. In the alternative, the Trust shall reimburse the Plan for its costs in printing, mailing and distributing such materials to Current Participants. 3.43.5. If and to the extent required by law or as required as a condition to any exemptive or no-action relief granted by the Company SEC or the SEC staff to the Trust, the Plan shall: (ia) solicit voting instructions from Contract ownersCurrent Participants; (iib) vote the Fund Trust shares for the Class K shares of the Designated Portfolios in accordance with instructions received from Contract ownersCurrent Participants; and (iiic) vote Fund Trust shares for the Class K shares of the Designated Portfolios for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares for the for the Class K shares of such portfolio the Designated Portfolios for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersCurrent Participants. The Company Plan reserves the right to vote Fund Class K shares held in any segregated asset account of the Designated Portfolios in its own right, to the extent permitted by law. Participating Insurance Companies shall The Plan will be responsible for assuring that each of their separate accounts participating in the Fund calculates calculating voting privileges in a manner consistent with any standards adopted by the standards set forth on Schedule B attached hereto Board, from time to time, and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesPlan. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, shareholders and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, Section 16(b). Further, the Fund Trust will act in accordance with the Securities and Exchange CommissionSEC or SEC staff’s written interpretation of concerning the requirements of Section 16(a) with respect to periodic elections of trustees Trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For for prospectuses and Statements Statement of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide provider the Fund fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements Statement of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to the Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, . so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus (and Statement of Additional Information any supplements thereto), as the Company may reasonably request. If Or, if requested by the Company in lieu thereofCompany, the Fund shall provide camera-ready film electronic format containing the Fund’s prospectus and prospectus, Statement of Additional InformationInformation and/or shareholder reports, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film electronic format in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed Fund will, upon request, provide the Company with respect to the a copy of each Fund’s Statement of Additional Informationprospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the any Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. If and to the extent pass-through voting is required by law, Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional InformationInformation . The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Trust or its Distributor shall provide the Company MetLife Insurance with as many printed copies of the Fund’s Trust's current prospectus and Statement statement of Additional Information additional information and any supplements thereto for the Designated Portfolios and Classes thereof as the Company MetLife Insurance may reasonably request. If requested by the Company MetLife Insurance in lieu thereof, the Fund Trust or its Distributor shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement statement of Additional Informationadditional information and any supplements thereto for the Designated Portfolios and Classes thereof, and such other assistance as is reasonably necessary in order for the Company MetLife Insurance once each year (or more frequently if the prospectus and/or Statement statement of Additional Information additional information for the Fund Designated Portfolios and Classes thereof is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts Account, with respect to the MetLife Insurance Contracts, and the Fund’s Trust's prospectus printed together in one document, and to have the Statement statement of Additional Information additional information for the Fund Trust and the Statement statement of Additional Information additional information for the Contracts Account, with respect to the MetLife Insurance Contracts, printed together in one document. Alternatively, the Company MetLife Insurance may print the Fund’s prospectus and/or its Statement statement of Additional Information additional information for the Designated Portfolios and Classes thereof in combination with other fund companies’ within the prospectuses and statements of additional informationinformation for other investment companies. Except as provided in To the following three sentencesextent that the foregoing Trust prospectuses, all expenses statements of printing additional information and any supplements thereto are with respect to Class B or Class C shares, or other Classes of shares subject to a Plan adopted under Rule 12b-1 under the 1940 Act, the cost of preparing, printing, and distributing Fund prospectuses and Statements of Additional Information shall such documents will be at the expense of the Companysuch Class or Classes of shares, with respect to prospective owners of MetLife Insurance Contracts. For In addition, with respect to prospectuses and Statements statements of Additional Information additional information for the Designated Portfolios and Classes thereof provided by the Company MetLife Insurance to its existing owners of MetLife Insurance Contracts ("Contract owners") in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing preparing, printing, mailing and otherwise distributing such prospectuses and statements of additional information and any supplements thereto shall be borne by the FundTrust. If Furthermore, if in such case MetLife Insurance or the Company chooses to receive Distributor are provided with camera-ready film of such documents in lieu of receiving printed copies of documents, MetLife Insurance or the Fund’s prospectusDistributor shall request reimbursement from the Trust for their printing, mailing and other costs associated with such distribution. MetLife Insurance and the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company Distributor each agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses or the expenses of any Class do not include the cost of printing printing, mailing and otherwise distributing any prospectuses prospectuses, statements of additional information or Statements of Additional Information supplements thereto for the Designated Portfolios and Classes thereof other than those actually distributed (a) to existing owners Contract owners; or (b) under a Rule 12b-1 Plan for a particular Class of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports shares to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to prospective Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary necessary, including a diskette in form sent to the financial printer, in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or diskette in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s Trust's discretion, the Prospectus shall state that such Statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission 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 Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s SEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Company will bear the printing costs (or duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following Company (or individual Fund) documents, and any supplements thereto, to existing Contract owners of the Insurance Company whose Contract values are invested in the Company: (i) prospectuses and statements of additional information; (ii) annual and semi-annual reports; and (iii) proxy materials. 3.2. The Insurance Company will submit any bills for printing, duplicating and/or mailing costs, relating to the Company documents described above, to Company for reimbursement by the Company. The Insurance Company shall monitor such costs and shall use its best efforts to control these costs. The Insurance Company will provide the Company (or INVESCO) on a semi-annual basis, or more frequently as reasonably requested by the Company (or INVESCO), with as many printed copies a current tabulation of the Fund’s current prospectus and Statement number of Additional Information as existing Contract owners of the Insurance Company whose Contract values are invested in the Company. This tabulation will be sent to the Company may reasonably request(or INVESCO) in the form of a letter signed by a duly authorized officer of the Insurance Company attesting to the accuracy of the information contained in the letter. If requested by the Company in lieu thereofInsurance Company, the Fund Company shall provide such documentation (including a final copy of the Company's prospectus as set in type or in camera-ready film containing the Fund’s prospectus copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if to print together in one document the current prospectus and/or Statement of Additional Information for the Fund is amended during Company, the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) current prospectus for the Contracts and issued by the Fund’s prospectus Insurance Company and/or the prospectuses of other investment companies available for purchase by the Accounts. In the event that such prospectuses are printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses costs of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed mailing copies of the Fund’s prospectus, document shall be allocated based on the Fund will reimburse Company's share of the Company in an amount equal total costs determined according to the product of A and B where A is the number of such prospectuses distributed to owners pages of the Contracts, parties' and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners investment companies' respective portions of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)document. 3.3. The FundCompany will provide, at its expense, shall provide the Insurance Company with copies of its proxy statements, reports to shareholdersthe following Company (or individual Fund) documents, and other communications (except for prospectuses any supplements thereto, with respect to prospective Contract owners of the Insurance Company, and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Insurance Company shall reasonably require bear the expense of printing and mailing such documents: (i) camera ready copy of the current prospectus for distributing to Contract ownersprinting by the Insurance Company; (ii) a copy of the statement of additional information suitable for duplication; and (iii) camera ready copy of the annual and semi-annual reports for printing by the Insurance Company. 3.4. If and to the extent required by law law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Company shares in accordance with instructions received from Contract owners; and (iii) vote Fund Company shares for which no instructions have been received in a particular separate account in the same proportion as Fund Company shares of such portfolio Fund for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.received:

Prospectuses and Proxy Statements; Voting. 3.1. (a) The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Investment Company to the owners ofVariable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. (b) The Distributor shall provide the Company Insurer with as many printed copies ofthe current prospectus of the Fund’s current prospectus and Statement of Additional Information Investment Company as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund Investment Company shall provide such documentation (including a final copy of the Investment Company’s prospectus as set in type or in camera-ready film containing the Fund’s prospectus copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Insurer to either print a stand-alone document or print together in one document the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Investment Company, or a document combining the Investment Company once each year prospectus with prospectuses of other funds in which the Variable Contracts may be invested. The Investment Company shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Insurer shall bear the expense of printing copies of the Investment Company’s prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. (or more frequently if c) The Investment Company and the prospectus and/or Distributor shall provide, at the Investment Company’s expense, such copies ofthe Investment Company’s current Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure DocumentXXx”) for as may reasonably be requested, to the Contracts and the Fund’s prospectus printed together in one document, Insurer and to have the Statement any owner of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided a Variable Contract issued by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of Insurer who requests such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsXXx. 3.2. (d) The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The FundInvestment Company, at its expense, shall provide the Company Insurer with copies of its proxy statements, periodic reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to owners of Variable Contracts issued by the Insurer. The Investment Company, at the Insurer’s expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Investment Company shall provide such documentation (including a final copy of the Investment Company’s proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners ofVariable Contracts issued by the Insurer. (e) The Investment Company will provide the Insurer with as much advance notice as is reasonably practicable of any proxy solicitation for any Fund, and will provide, by e-mail, copies of any supplement involving a material change in the Investment Company’s prospectus or XXx. The Investment Company will work with the Insurer so as to enable tile Insurer to solicit proxies from Variable Contract owners, or to make changes to its registration statement or prospectus, in an orderly manner. The Investment Company will make reasonable efforts to attempt to have changes affecting the Variable Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. 3.4. If (f) It is understood and agreed that, except with respect to information regarding the Investment Company, the Funds, the Distributor, or an investment adviser to the extent Investment Company or the Funds (“Adviser”) provided in writing by the Investment Company, the Distributor or the Adviser and used in conformity therewith, none of the Investment Company, the Funds, the Distributor, or the Adviser is responsible for the content of the prospectuses or statements of additional information for the Variable Contracts. (g) As required by law the Mixed and Shared Funding Exemptive Order, the Insurer shall be responsible for calculating voting privileges in a manner consistent with other Participating Insurance Companies. Towards this ·end, the Investment Company shall:agrees to provide written instructions on the calculation of voting privileges, and the Insurer agree to vote consistent with any reasonable standards that the Investment Company may adopt and provide in writing (which writing may consist of the Investment Company’s proxy statement). (ih) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, For so long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract ownersby Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote shares of each Fund of the Investment Company held in a Separate Account or a sub-account thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Investment Company in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or sub-account thereofhaving a voting interest in the Fund. The Insurer shall vote shares of a Fund of the Investment Company reserves held in a Separate Account or a sub-account thereof that are attributable to the right Variable Contracts as to vote Fund which no timely instructions are received, as well as shares held in any segregated asset account in its own right, such Separate Account or subaccount thereof that are not attributable to the extent permitted Variable Contracts and owned beneficially by law. Participating Insurance Companies shall be responsible for assuring the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that each of their separate accounts participating Separate Account or subaccount thereof having a voting interest in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5from whom instructions have been timely received. The Insurer shall vote shares of each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and Investment Company held in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) andits general account, if and when applicableany, 16(b). Further, in the Fund will act in accordance with same proportion as the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) votes cast with respect to periodic elections shares of trustees the Fund held in all Separate Accounts of the Insurer or sub- accounts thereof, in the aggregate. (i) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the Investment Company shall disclose in its prospectus that (i) the Investment Company is intended to be a funding vehicle for variable annuity and with whatever rules variable life insurance contracts offered by various insurance companies, (ii) material irreconcilable conflicts possibly may arise, and (iii) the Commission Board of Trustees of the Investment Company will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Investment Company hereby notifies the Insurer that prospectus disclosure may promulgate with respect theretobe appropriate regarding potential risks of offering shares of the Investment Company to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts ofunaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus (which shall mean, for purposes of this Article III if the Company so requests, a separate prospectus for each Fund portfolio used in a particular Account), and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's *prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.12.1 The Trust will prepare and be responsible for filing with the SEC and any state regulatory authorities requiring such filing all shareholder reports, proxy materials and prospectuses and statements of additional information of the Trust. The Underwriter shall Trust will bear the costs of registration and qualification of the shares of the Funds, 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 will either (a) provide the Company with as many printed copies of the FundTrust’s current prospectus prospectus, statement of additional information, annual report, semi-annual report, proxy materials and Statement other shareholder communications, including any amendments or supplements to any of Additional Information the foregoing, as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year ; or (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearb) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with camera ready copies of its proxy statementssuch documents in a form suitable for printing. Subject to Section 4.1 hereof, reports expenses of furnishing such documents will be borne by such Parties as set forth in Schedule C hereto, as may be amended from time to shareholderstime. The Company assumes sole responsibility for ensuring the timely delivery of, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) agrees to shareholders in such quantity as the Company shall reasonably require for distributing deliver to Contract owners. 3.4. If and owners on a timely basis: (i) to the extent required by law law, the Company shall: (i) solicit voting instructions from Trust’s current prospectus and any supplements thereto and, if requested by a Contract owners; owner, the Trust’s current statement of additional information, and (ii) vote the Fund shares Trust’s proxy materials, in accordance with instructions received from Contract owners; andapplicable federal and state securities laws. (iii) vote Fund shares for which no instructions have been received 2.3 The Trust will use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Funds and the investment adviser and any subadvisers to any Fund, as the Company may reasonably request in a particular separate account connection with the preparation of registration statements, prospectuses and other materials relating to the Contracts. The Company agrees that it will use such information in the same proportion as Fund shares form provided. The Company shall provide prior written notice of any proposed modification of such portfolio for information, which instructions have been received notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that separate account, so it may not modify such information in any way without the prior consent of the Trust. 2.4 As long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract owners. The , the Company reserves (i) will provide pass-through voting privileges to Contract owners whose Contract values are invested, through Accounts registered with the right SEC under the 1940 Act, in shares of the Funds, (ii) when it provides pass-through voting privileges to Contract owners whose Contract values are invested, through an Account registered with the SEC under the 1940 Act, in shares of a Fund, will vote Fund shares held in that Account for which no Contract owner instructions are timely received by the Company, as well as shares of a Fund which the Company itself owns, in the same proportion as those shares of the Fund held in all Accounts maintained by that Company which are registered with the SEC under the 1940 Act for which Contract owner instructions are timely received, and (iii) will vote shares of a Fund which it is otherwise entitled to vote on any segregated asset account matter, including shares of a Fund held in its own rightAccounts which are not registered with the SEC under the 1940 Act, in the same proportion as the voting instructions with respect to that matter which all separate accounts registered with the extent SEC under the 1940 Act (“Registered Separate Accounts”) that are shareholders of the Fund have timely received from contract owners whose contract values are invested in shares of the Fund. Notwithstanding the foregoing, the Company may vote shares of a Fund in such other manner as may be required or permitted by law. Participating Insurance Companies shall be responsible for assuring Rule 6e-2 or Rule 6e-3(T) under the 1940 Act or otherwise by the SEC or its staff, provided that the Company will assure that each of their separate accounts participating its Accounts investing in the a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companieslife insurance companies investing in that Fund. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. Whenever the term “prospectus” is used in this Agreement in relation to the Contracts or the Accounts, the term shall be deemed to include each prospectus, registration statement, private offering memorandum or other disclosure document for the Contract or the Account. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. Provided, however, with respect to Contracts offered and sold to a corporate or other entity owner on a private placement basis, the Company may, if permitted by applicable law and agreements, determine that the “Contract owner” is the corporate or entity owner and not individual insureds or plan participants. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. Whenever the term "prospectus" is used in this Agreement in relation to the Contracts or the Accounts, the term shall be deemed to include each prospectus, registration statement, private offering memorandum or other disclosure document for the Contract or the Account. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. Provided, however, with respect to Contracts offered and sold to a corporate or other entity owner on a private placement basis, the Company may, if permitted by applicable law and agreements, determine that the "Contract owner" is the corporate or entity owner and not individual insureds or plan participants. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film or an electronic file containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. The Company may also utilize the Fund's current prospectus on the Company's intranet and internet sites and other electronic and/or public media. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)at its expense. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares of any Portfolio for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesabove standards. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film or an electronic file containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. The Company may also utilize the Fund's current prospectus on the Company's intranet and internet sites and other electronic and/or public media. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)at its expense. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Portfolio for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesabove standards. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Trust or the Distributors shall provide the Company MONY with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information and any supplements thereto for the Designated Portfolios and Class thereof as the Company MONY may reasonably request. In addition, with respect to prospectuses, supplements and Statements of Additional Information for the Designated Portfolios thereof provided by MONY to existing owners of MONY Contracts ("Contractowners") in order to update information provided to existing Contractowners, the cost of preparing, printing, mailing and otherwise distributing such prospectuses and Statements of Additional Information and any supplements thereto to MONY for its distribution to existing Contractowners shall be borne by the Trust. If requested by the Company MONY, in lieu thereof, of providing MONY with printed copies of the Fund shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional InformationInformation and any supplement thereto, the Trust shall provide MONY with a final copy of the Trust's current prospectus or Statement of Additional Information or supplement in a form suitable for duplication either in paper form (a camera ready copy) or on diskette. The Trust and the Distributors shall also provide such other assistance as is reasonably necessary in order for MONY to have the Company once each year (or more frequently if the Trust's prospectus and/or and Statement of Additional Information or supplement printed for the Fund is amended during the year) distribution to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one documentexisting Contractowners. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company MONY agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses or the expenses of its Class shares do not include the cost of printing printing, mailing and otherwise distributing any prospectuses or prospectuses, Statements of Additional Information or supplements thereto for the Designated Portfolios thereof other than those actually distributed to MONY for its distribution to existing owners of the ContractsContractowners. 3.2. The Fund’s Trust's prospectus for the Designated Portfolios and Class thereof shall state that the Statement of Additional Information for the Fund Designated Portfolios and Class thereof is available from the Underwriter or the Company Distributors (or in the Fund’s Trust's discretion, the Prospectus prospectus shall state that such Statement of Additional Information is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company MONY with copies of its proxy statements, reports Annual and Semi-Annual Reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity quantities as the Company MONY shall reasonably require for its mailing or otherwise distributing such materials to Contract ownersexisting Contractowners and the Trust shall assume all expenses associated with mailing or otherwise distributing those materials. 3.4. If and to the extent required by law the Company law, MONY shall: (ia) solicit voting instructions from Contract ownersContractowners; (iib) vote the Fund Trust shares for the Designated Portfolios and Class thereof in accordance with instructions received from Contract ownersContractowners; and (iiic) vote Fund Trust shares for the Designated Portfolios and Class thereof for which no instructions have been received in a particular separate account the Account in the same proportion as Fund Trust shares of such portfolio for the Designated Portfolios and Class thereof for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersContractowners. The Company MONY reserves the right to vote Fund Trust shares held in any segregated asset account the Account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Separate Accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein adopted by this referencethe Board, which standards will also be provided to the all other Participating Insurance Companies. 3.5. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, Section 16(b). Further, the Fund Trust will act in accordance with the Securities and Exchange Commission’s SEC or SEC staff's written interpretation of concerning the requirements of Section 16(a16 (a) with respect to periodic elections of trustees Trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s Trust's discretion, the Prospectus shall state that such Statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Distributor shall provide at all times the Company with copies of the Trust's current prospectus, statement of additional information or any supplement thereto, or other shareholder communication applicable to a Fund, including any amendments to the Trust's registration statement as well as annual and semi-annual reports and proxy statements: (a) in the case of prospectuses, statements of additional information and/or supplements, annual and semi-annual reports and proxy statements, when they are effective, and (b) in the case of amendments to its registration statement or other shareholder communications, when such amendments are filed with the SEC (whether effective or not). In all cases the Trust agrees to make a good faith effort to provide to the Company, at no expense to the Company, these documents on a timely basis whereby Company is able to meet applicable regulatory deadlines. The Distributor shall provide, free of charge, the Company with as many printed copies of the Fund’s Trust's current prospectus and prospectus, Statement of Additional Information (as well as any supplements thereto) and any other shareholder communication (describing only the designated Funds listed on Schedule A) and/or, to the extent existing, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film or an electronic file in a format acceptable to the Company containing the Fund’s Trust's prospectus and Statement of Additional InformationInformation (as well as supplements thereto) and reports, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended or supplemented during the year) for the prospectus and Statement of Additional Information and twice a year for reports, to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document, or reports of the Trust or any other investment option under the Contract printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information Trust's documents in combination with other fund companies’ prospectuses ' documents. In such event, the Trust shall bear its pro rata share of printing and statements distribution expenses based on the number of additional informationcombined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than ten business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. In the event the Trust's shareholder documents are not provided in a timely manner, the Distributor shall pay any out-of-pocket expenses, such as overtime printing or mailing surcharges, reasonably incurred by the Company in timely filing or delivering such documents. Except as provided in the following three sentencesthis Agreement, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information the Trust's shareholder documents to prospective shareholders shall be the expense of the Company. For prospectuses and prospectuses, Statements of Additional Information Information, supplements thereto and other shareholder communications, provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 ActAct (or on a more frequent basis if the Trust makes a filing with respect to its registration statement), the cost of printing printing, typesetting, mailing and other distribution-related costs shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional InformationTrust. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from available, and the Underwriter Trust or the Company (or in the Fund’s discretionDistributor, the Prospectus at their own expense shall state that provide a reasonable number of copies of such Statement is available from of Additional Information free of charge to the Fund)Company for itself or for any Contract owner that requests such SAI. 3.3. The Fund, at At its expense, the Trust shall provide the Company with copies of its the Trust's proxy statements, reports to shareholders, and other required shareholder communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Trust and/or the Distributor shall bear the costs of mailing, delivering and other distribution-related costs these documents to Contract owners. Such delivery may be accomplished through electronic means subject to the standards prescribed by the SEC. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iiiii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission 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 Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.Section

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film or an electronic file containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. The Company may also utilize the Fund's current prospectus on the Company's intranet and internet sites and other electronic and/or public media. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. The Fund and Underwriter agree that the prospectus for the Portfolio(s) listed in Schedule C ("Authorized Portfolio(s)") will describe only the Authorized Portfolio(s) and will not offer the shares of any other Portfolios or series that may be in the Fund. Fund and Underwriter agree to cooperate with Company to provide the documents on a timely basis to meet Company's reasonable deadline requirements for production. 3.2. 3.2 The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)at its expense. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. Such material, reports and communications shall describe only the Authorized Portfolios. Fund and Underwriter shall make every effort to provide reports to shareholders and other communications to shareholders in camera-ready format within 45 calendar days of the end of the reporting period covered by each such report. 3.4. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares of each Portfolio in accordance with instructions received from Contract owners; and (iii) vote Fund shares of each Portfolio for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesabove standards. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Trust or the Distributors shall provide the Company American General with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information and any supplements thereto for the Designated Portfolios and Class IA thereof as the Company American General may reasonably request. In addition, with respect to prospectuses, supplements and Statements of Additional Information for the Designated Portfolios thereof provided by American General to existing Contractowners in order to update information provided to existing Contractowners as required under the terms and conditions of Great-West, the cost of preparing, printing, mailing and otherwise distributing such prospectuses and Statements of Additional Information and any supplements thereto to American General for its distribution to existing Contractowners shall be borne by the Trust. If requested by the Company American General, in lieu thereof, of providing American General with printed copies of the Fund shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional InformationInformation and any supplement thereto, the Trust shall provide American General with a final copy of the Trust's current prospectus or Statement of Additional Information or supplement in a form suitable for duplication either in paper form (a camera ready copy) or on diskette. The Trust and the Distributors shall also provide such other assistance as is reasonably necessary in order for American General to have the Company once each year (or more frequently if the Trust's prospectus and/or and Statement of Additional Information or supplement printed for the Fund is amended during the year) distribution to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one documentexisting Contractowners. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company American General agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses or the expenses of its Class IA shares do not include the cost of printing printing, mailing and otherwise distributing any prospectuses or prospectuses, Statements of Additional Information or supplements thereto for the Designated Portfolios thereof other than those actually distributed to American General for its distribution to existing owners of the ContractsContractowners. 3.2. The Fund’s Trust's prospectus for the Designated Portfolios and Class IA thereof shall state that the Statement of Additional Information for the Fund Designated Portfolios and Class IA thereof is available from the Underwriter or the Company Distributors (or in the Fund’s Trust's discretion, the Prospectus prospectus shall state that such Statement of Additional Information is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company American General with copies of its proxy statements, reports Annual and Semi-Annual Reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity quantities as the Company American General shall reasonably require for its mailing or otherwise distributing such materials to Contract ownersexisting Contractowners and the Trust shall assume all expenses associated with mailing or otherwise distributing those materials. 3.4. If and to the extent required by law the Company law, American General shall: (ia) solicit voting instructions from Contract ownersContractowners; (iib) vote the Fund Trust shares for the Designated Portfolios and Class IA thereof in accordance with instructions received from Contract ownersContractowners; and (iiic) vote Fund Trust shares for the Designated Portfolios and Class IA thereof for which no instructions have been received in a particular separate account the Account in the same proportion as Fund Trust shares of such portfolio for the Designated Portfolios and Class IA thereof for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersContractowners. The Company American General reserves the right to vote Fund Trust shares held in any segregated asset account the Account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Separate Accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein adopted by this referencethe Board, which standards will also be provided to the all other Participating Insurance Companies. 3.5. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, Section 16(b). Further, the Fund Trust will act in accordance with the Securities and Exchange Commission’s SEC or SEC staff's written interpretation of concerning the requirements of Section 16(a16 (a) with respect to periodic elections of trustees Trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the FundTrust’s current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust’s profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the FundTrust’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the FundTrust’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundTrust’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the FundTrust’s prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the FundTrust’s per unit cost of typesetting and printing the FundTrust’s prospectus. The same procedures shall be followed with respect to the FundTrust’s Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The FundTrust’s prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the FundTrust’s discretion, the Prospectus shall state that such Statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission 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 Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange CommissionSEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Society with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company Society may reasonably request. If requested by the Company Society in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company Society once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company Society may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the CompanySociety. For prospectuses and Statements of Additional Information provided by the Company Society to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company Society chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company Society in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company Society agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company Society (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company Society with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company Society shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company Society shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company Society reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may -may reasonably request. request If requested by the Company in lieu thereof, the Fund shall provide camera-camera- ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.13. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready cameraready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which which, are covered in Section 3.13. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”Documents") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contractscontracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, statements reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit Solicit voting instructions from Contract owners; (ii) vote Vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so So long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. 3.6. The Fund shall use its best efforts to notify the Company of any proxy proposals for shareholders 60 (sixty) days prior to the appropriate Board vote for such proposals.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Trust or the Distributor shall provide the Company MONY with as many printed copies of the FundTrust’s current prospectus Prospectus and Statement of Additional Information and any supplements thereto for the Designated Portfolios and Class thereof as the Company MONY may reasonably request. In addition, with respect to prospectuses, supplements and Statements of Additional Information for the Designated Portfolios thereof provided by MONY to existing owners of MONY Contracts (“Contractowners”) in order to update information provided to existing Contractowners, the cost of preparing, printing, mailing and otherwise distributing such Prospectuses and Statements of Additional Information and any supplements thereto to MONY for its distribution to existing Contractowners shall be borne by the Trust. If requested by the Company MONY, in lieu thereof, of providing MONY with printed copies of the Fund shall provide camera-ready film containing the FundTrust’s prospectus Prospectus and Statement of Additional InformationInformation and any supplement thereto, the Trust shall provide MONY with a final copy of the Trust’s current Prospectus or Statement of Additional Information or supplement in a form suitable for duplication either in paper form (a camera ready copy) or on diskette. The Trust and the Distributor shall also provide such other assistance as is reasonably necessary in order for MONY to have the Company once each year (or more frequently if the prospectus and/or Trust’s Prospectus and Statement of Additional Information or supplement printed for the Fund is amended during the year) distribution to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one documentexisting Contractowners. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company MONY agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust’s expenses or the expenses of its Class shares do not include the cost of printing printing, mailing and otherwise distributing any prospectuses or Prospectuses, Statements of Additional Information or supplements thereto for the Designated Portfolios thereof other than those actually distributed to MONY for its distribution to existing owners of the ContractsContractowners. 3.2. The FundTrust’s prospectus Prospectus for the Designated Portfolios and Class thereof shall state that the Statement of Additional Information for the Fund Designated Portfolios and Class thereof is available from the Underwriter or the Company Distributor (or in the FundTrust’s discretion, the Prospectus shall state that such Statement of Additional Information is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company MONY with copies of its proxy statements, reports Annual and Semi-Annual Reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity quantities as the Company MONY shall reasonably require for its mailing or otherwise distributing such materials to Contract ownersexisting Contractowners and the Trust shall assume all expenses associated with mailing or otherwise distributing those materials. 3.4. If and to the extent required by law the Company law, MONY shall: (ia) solicit voting instructions from Contract ownersContractowners; (iib) vote the Fund Trust shares for the Designated Portfolios and Class thereof in accordance with instructions received from Contract ownersContractowners; and (iiic) vote Fund Trust shares for the Designated Portfolios and Class thereof for which no instructions have been received in a particular separate account the Account in the same proportion as Fund Trust shares of such portfolio for the Designated Portfolios and Class thereof for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersContractowners. The Company MONY reserves the right to vote Fund Trust shares held in any segregated asset account the Account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Separate Accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein adopted by this referencethe Board, which standards will also be provided to the all other Participating Insurance Companies. 3.5. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, Section 16(b). Further, the Fund Trust will act in accordance with the Securities and Exchange CommissionSEC or SEC staff’s written interpretation of concerning the requirements of Section 16(a) with respect to periodic elections of trustees Trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide camera-ready film containing such documentation (including an electronic version of the Fund’s prospectus current prospectus) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearamended) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s prospectus for the Fund printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Underwriter or Fund, Distributor and/or the Adviser shall provide the Company (or in with copies of the Fund’s discretion's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Prospectus Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall state that also provide an SAI to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund). 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the Company with copies of its the Fund's proxy statementsmaterials, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right Fund will provide written instruction to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. all Participating Insurance Companies shall be responsible for assuring that including the Company each of their separate accounts participating in time the Fund calculates voting privileges in a manner consistent with furnishes an amendment or supplement to the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also Fund's current prospectus or statement of additional information directing the Participating Insurance Companies including the Company as to whether the amendment or supplement is to be provided (1) immediately to existing Contract owners who have Contract value allocated to the Fund or (2) is to be held and combined with another Fund or Contract related mailing as permitted by applicable federal securities laws. The Fund agrees that the instruction it gives the Company in each instance will be identical to the instruction it provides other Participating Insurance Companies. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. The In the event that the Fund will comply with all provisions initiates (i) a reorganization of a Portfolio as defined by Section 2 of the 1940 Act requiring voting by shareholdersAct, and or (ii) a change in particular the Fund will either provide for annual meetings name of a Portfolio or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). FurtherFund, the Fund will act in accordance Fund, Distributor or Adviser as they may among themselves determine, shall reimburse the Company for the Company's internal and out-of-pocket costs associated with the Securities aforementioned actions. The Company agrees to use its best efforts to minimize any costs incurred under this Section and Exchange Commission’s interpretation shall provide the Fund, Distributor and Adviser with acceptable documentation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretoany such costs incurred.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film or computer diskettes containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing exiting owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus as the Company may reasonably request. In addition, the Fund shall provide a pdf file of the Fund's current prospectus and Statement of Additional Information as for the Company may reasonably requestCompany's web site. If requested by the Company in lieu thereofrequested, the Fund shall also provide camera-ready film containing the Fund’s 's current prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one documentdocuments printed. Alternatively, the The Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. The Company may also utilize the Fund's current prospectus on the Company's internet sites and other electronic and/or public media. Except as provided in the following three sentencesSection 5.4, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, . 3.3 The Fund shall provide the Company with copies of its proxy statements, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4. 3.4 If and to the extent required by law law, the Company shall distribute all proxy material furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote the Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio Fund for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission 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 Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for assuring ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this referenceC, which standards will also be provided to the other Participating Insurance Companies. 3.53.5 The Fund will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will comply with all provisions the requirements of Rule 498 of the 1940 1933 Act requiring voting by shareholders("Rule 498"). The Company represents and warrants that its use of the summary prospectuses and supplements, its website, and in particular the Fund manner and procedures related to its hosting of the summary prospectuses and supplements on its website will either provide for annual meetings or at all times comply with Section 16(c) the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the 1940 Act (although Company with summary prospectuses containing the Fund is not one of appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. The Company, at its sole cost and expense, shall host the trusts described in Section 16(c) of that Act) summary prospectuses and supplements thereto as well as with Sections 16(a) and, if and when applicable, 16(b)any other required documentation on its website. Further, The Company shall provide the Fund will act in accordance with the Securities website URL(s) that will serve as the hyperlinks within the summary prospectus and Exchange Commission’s interpretation other required documentation and the Company shall be responsible for maintaining the required documents at such website URLs for the requisite period set forth in Rule 498. The Fund may require the Company to terminate the use of the requirements summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days' prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of Section 16(athe Company. The Company shall provide the Fund with at least thirty (30) with respect days' prior written notice of its intended use of the summary prospectuses and at least sixty (60) days' prior written notice of its intent to periodic elections terminate use of trustees and with whatever rules the Commission may promulgate with respect theretosummary prospectuses.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and SPECIMEN incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. (a) The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Investment Company to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. (b) The Distributor shall provide the Company Insurer with as many printed copies of the Fund’s current prospectus and Statement of Additional Information the Investment Company as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund Investment Company shall provide such documentation (including a final copy of the Investment Company’s prospectus as set in type or in camera-ready film containing the Fund’s prospectus copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Insurer to either print a stand-alone document or print together in one document the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Investment Company, or a document combining the Investment Company once each year prospectus with prospectuses of other funds in which the Variable Contracts may be invested. The Investment Company shall bear the expense of printing and distributing copies of its current prospectus that will be distributed by Insurer to existing Variable Contract Owners (or more frequently if regardless of whether the prospectus and/or is printed by the Investment Company and provided to the Insurer, or whether the prospectus is printed by the Insurer by virtue of having received a copy set in type or in camera ready form), and the Insurer shall bear the expense of printing copies of the Investment Company’s prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. (c) The Investment Company and the Distributor shall provide, at the Investment Company’s expense, such copies of the Investment Company’s current Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure DocumentSAI”) for as may reasonably be requested, to the Contracts and the Fund’s prospectus printed together in one document, Insurer and to have the Statement any owner of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided a Variable Contract issued by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of Insurer who requests such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsSAI. 3.2. (d) The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The FundInvestment Company, at its expenseexpense (regardless of whether the prospectus is printed by the Investment Company and provided to the Insurer, or whether the prospectus is printed by the Insurer by virtue of having received a copy set in type or in camera ready form or retrieved from the Website), shall provide the Company Insurer with copies of its proxy statementsmaterials, annual and semiannual reports (“Periodic Reports”) to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract ownersowners of Variable Contracts issued by the Insurer. The costs of proxy materials paid for by the Investment Company shall include, but not be limited to, the costs of proxy cards, notices, statements and tabulation costs. The Investment Company, at the Insurer’s expense, shall provide the Insurer with copies of its Periodic Reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Investment Company shall provide such documentation (including a final copy of the Investment Company’s proxy materials, Periodic Reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. 3.4. If (e) It is understood and agreed that, except with respect to information regarding the Investment Company, the Funds, the Distributor, or an investment adviser to the extent Investment Company or the Funds (“Adviser”) provided in writing by the Investment Company, the Distributor or the Adviser and used in conformity therewith, none of the Investment Company, the Funds, the Distributor, or the Adviser is responsible for the content of the prospectuses or statements of additional information for the Variable Contracts. (f) As required by law the Mixed and Shared Funding Exemptive Order, the Insurer shall be responsible for calculating voting privileges in a manner consistent with other Participating Insurance Companies. Towards this end, the Investment Company shall:agrees to provide written instructions on the calculation of voting privileges, and the Insurer agrees to vote consistent with any reasonable standards that the Investment Company may adopt and provide in writing (which writing may consist of the Investment Company’s proxy statement). (ig) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, For so long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract ownersby Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote shares of each Fund of the Investment Company held in a Separate Account or a sub-account thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Investment Company in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or sub-account thereof having a voting interest in the Fund. The Insurer shall vote shares of a Fund of the Investment Company reserves held in a Separate Account or a sub-account thereof that are attributable to the right Variable Contracts as to vote Fund which no timely instructions are received, as well as shares held in any segregated asset account in its own right, such Separate Account or subaccount thereof that are not attributable to the extent permitted Variable Contracts and owned beneficially by law. Participating Insurance Companies shall be responsible for assuring the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that each of their separate accounts participating Separate Account or subaccount thereof having a voting interest in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5from whom instructions have been timely received. The Insurer shall vote shares of each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and Investment Company held in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) andits general account, if and when applicableany, 16(b). Further, in the Fund will act in accordance with same proportion as the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) votes cast with respect to periodic elections shares of trustees the Fund held in all Separate Accounts of the Insurer or sub-accounts thereof, in the aggregate. (h) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the Investment Company shall disclose in its prospectus that (i) the Investment Company is intended to be a funding vehicle for variable annuity and with whatever rules variable life insurance contracts offered by various insurance companies, (ii) material irreconcilable conflicts possibly may arise, and (iii) the Commission Board of Trustees of the Investment Company will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Investment Company hereby notifies the Insurer that prospectus disclosure may promulgate with respect theretobe appropriate regarding potential risks of offering Shares of the Investment Company to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s Trust's discretion, the Prospectus shall state that such Statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(aSection (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s Trust's discretion, the Prospectus shall state that such Statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-pass- through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Distributor shall provide at all times the Company with copies of the Trust's current prospectus, statement of additional information or any supplement thereto, or other shareholder communication applicable to a Fund, including any amendments to the Trust's registration statement as well as annual and semi-annual reports and proxy statements: (a) in the case of prospectuses, statements of additional information and/or supplements, annual and semi-annual reports and proxy statements, when they are effective, and (b) in the case of amendments to its registration statement or other shareholder communications, when such amendments are filed with the SEC (whether effective or not). In all cases the Trust agrees to make a good faith effort to provide to the Company, at no expense to the Company, these documents on a timely basis whereby Company is able to meet applicable regulatory deadlines. To the extent permitted by applicable law, the Advisor will make reasonable efforts to provide the Company with as much notice as possible when contemplating a material change the Trust's registration statement as it relates to the Trust's variable annuity product. The Distributor shall provide, free of charge, the Company with as many printed copies of the Fund’s Trust's current prospectus and prospectus, Statement of Additional Information (as well as any supplements thereto) and any other shareholder communication (describing only the designated Funds listed on Schedule A) and/or, to the extent existing, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film or an electronic file in a format acceptable to the Company containing the Fund’s Trust's prospectus and Statement of Additional InformationInformation (as well as supplements thereto) and reports, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended or supplemented during the year) for the prospectus and Statement of Additional Information and twice a year for reports, to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document, or reports of the Trust or any other investment option under the Contract printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information Trust's documents in combination with other fund companies’ prospectuses ' documents. In such event, the Trust shall bear its pro rata share of printing and statements distribution expenses based on the number of additional informationcombined printed pages. All such documents shall be provided to the Company within the time reasonably required to allow for printing and delivery to Contract owners, but no later than 5 business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentencesthis Agreement, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information the Trust's shareholder documents to prospective shareholders shall be the expense of the Company. For prospectuses and prospectuses, Statements of Additional Information Information, supplements thereto and other shareholder communications, provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 ActAct (or on a more frequent basis if the Trust makes a filing with respect to its registration statement) or as otherwise initiated by the Trust, the cost of printing printing, typesetting, mailing and other distribution-related costs shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional InformationTrust. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from available, and the Underwriter or Trust, at its own expense shall provide a reasonable number of copies of such Statement of Additional Information free of charge to the Company (for itself or in the Fund’s discretion, the Prospectus shall state for any Contract owner that requests such Statement is available from the Fund)SAI. 3.3. The Fund, at At its expense, the Trust shall provide the Company with copies of its the Trust's proxy statements, reports to shareholders, and other shareholder communications initiated by the Trust (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to existing Contract owners. The Trust shall bear the mailing, delivery and other distribution costs associated with furnishing these documents to Contract owners. Such delivery may be accomplished through electronic means subject to the standards prescribed by the SEC. 3.4. If and to the extent required by law the Company shall: (i) solicit cooperate with the Trust, to the extent necessary, in soliciting voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission 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 Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s SEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7. If and during the time as the Trust engages in activities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Funds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter Adviser shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement statement of Additional Informationadditional information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement statement of Additional Information additional information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement statement of Additional Information additional information for the Fund and the Statement statement of Additional Information additional information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement statement of Additional Information additional information in combination with other fund companies’ ' prospectuses and statements of additional informationinformation or place the Fund's prospectus and statement of additional information on the Company's internet website or other electronic media. Except as provided in the following three sentences, all All expenses of printing and distributing Fund prospectuses and Statements statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information additional information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing Act shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s Statement 's statement of Additional Informationadditional information. The Company agrees to provide All expenses of printing Fund prospectuses for the Fund or its designee with such information as may Company's use in marketing and distribution purposes shall be reasonably requested paid for by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsCompany. 3.2. 3.2 The Fund’s 's prospectus shall state that the Statement statement of Additional Information additional information for the Fund is available from the Underwriter Adviser or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)at its expense. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with wit instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesabove standards. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, account so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information Information, including any supplements thereto, as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and 's prospectus, Statement of Additional InformationInformation and any supplement thereto, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and prospectuses, Statements of Additional Information Information, and any supplements thereto, provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses (or supplements) distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional InformationInformation (or supplements). The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed needed for distribution to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of setting in type and printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of setting in type and printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing such documentation (including a final copy of the new prospectus on diskette at the Fund’s prospectus 's or Underwriter's expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearamended) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or diskettes in lieu of receiving printed copies of the Fund’s prospectusProspectus and/or SAI, the Fund shall bear the cost of typesetting to provide the Prospectus and/or SAI to the Company in the format in which the Fund is accustomed to formatting prospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of A x and B y where A x is the number of such prospectuses distributed to owners of the ContractsContract owners, and B y is the Fund’s 's per unit cost of typesetting and printing the Fund’s prospectus's prospectuses. The same procedures shall be followed with respect to the Fund’s Statement of Additional InformationSAI. The Company agrees Fund shall not pay any costs of typesetting or printing the Prospectus and/or SAI to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsprospective Contract owners. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information current SAI for the Fund is available from available, and the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. Upon the reasonable request of the Company, the Underwriter shall provide the Company with information regarding the Fund's expenses from its annual or semi-annual reports, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundUnderwriter, at its or the Fund's expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.43.5. If and to the extent required by law the The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares Shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares Shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares Shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account in for its own rightaccount in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Trust shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the The Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. . (a) Except as otherwise provided in the following three sentencesthis Section 3.2, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees Trust shall not pay any costs of typesetting, printing and distributing the Trust's prospectus and/or statement of additional information to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsprospective Contract owners. 3.2. (b) The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The FundTrust, at its the Company's expense, shall provide the Company with copies of its proxy statements, reports to shareholders, Annual and other communications Semi-Annual Reports (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1the "Reports") to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to The Trust, at its expense, shall provide the extent required Contract owners designated by law the Company shall: with copies of its proxy statements and other communications to shareholders (iexcept for prospectuses and statements of additional information, and which are covered in Section 3.2(a) solicit voting instructions from above, and Reports). The Trust shall not pay any costs of distributing Reports and other communications to prospective Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company and 1851 with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all All expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order Fund, including such documents required to update disclosure annually as required by the 1933 Act and/or the 1940 Act, for the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to existing owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter Underwriter, 1851 or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies (as defined in the Mixed and Shared Funding Exemptive Order), including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter Adviser shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund Fund companies’ ' prospectuses and statements of additional information. Except as provided in information or place the following three sentences, all expenses of printing Fund's Prospectus and distributing Fund prospectuses and Statements Statement of Additional Information shall be the expense of on the Company's internet website or other electronic media. For Fund prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts Contracts, who are invested in the Fund on or about the date of the Fund's then-current prospectus, in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter Adviser or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)at its expense. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4. If and 3.4 Upon notification of an upcoming proxy mailing, the Company shall provide to the extent required by law Fund's print/mail vendor a list of plan or participant addresses, as appropriate, as of the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares requested record date for which no instructions have been received in a particular separate account inclusion in the same proportion as Fund shares of such portfolio for which instructions have been received proxy mailing. Unless otherwise provided in that separate accountthe plan document, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall participants will be responsible for assuring that each voting all proxies. Non-routine materials such as prospectus supplements and proxy or information statement materials shall be printed and distributed at the expense of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesor an affiliate. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus (which shall mean, for purposes of this Article III if the Company so requests, a separate prospectus for each Fund portfolio used in a particular Account), and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. The Company may also utilize the Fund's current prospectus on the Company's internet sites and other electronic and/or public media. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)at its expense. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesabove standards. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information (including any supplements thereto) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film and/or computer diskette containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information by itself or in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may [page break] reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, [page break] so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in hi the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter 3.1 NBMI shall provide the Company with as many printed copies of the each Fund’s 's current prospectus and Statement statement of Additional Information additional information as the Company may reasonably request. If requested by the Company in lieu thereofof providing printed copies of the Fund's current prospectus and statement of additional information, the Fund NBMI shall provide camera-ready film or computer diskettes containing the Fund’s 's prospectus and Statement statement of Additional Informationadditional information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement statement of Additional Information additional information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one documentdocument or separately. Alternatively, the The Company may elect to print the Fund’s 's prospectus and/or its Statement statement of Additional Information additional information in combination with other fund companies’ ' prospectuses and statements of additional information. 3.2 (a). Except as otherwise provided in the following three sentencesthis Section 3.2, all expenses of preparing, setting in type and printing and distributing Fund prospectuses and Statements statements of Additional Information additional information shall be the expense of the Company. For prospectuses and Statements statements of Additional Information additional information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundNBMI. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund’s prospectus's prospectus and/or statement of additional information, NBMI shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses and/or statements of additional information. In such event, NBMI will reimburse the Company in an amount equal to the product of A x and B y where A x is the number of such prospectuses distributed to owners of the Contracts, and B y is the Fund’s NBMI's per unit cost of typesetting and printing the Fund’s prospectus's prospectuses. The same procedures shall be followed with respect to the Fund’s Statement 's statement of Additional Informationadditional information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that NBMI shall not pay any costs of typesetting, printing and distributing the Fund’s expenses do not include the cost 's prospectus and/or statement of printing any prospectuses or Statements of Additional Information other than those actually distributed additional information to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to prospective Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares in accordance with instructions received from Contract owners; and (iiic) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. (a) The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Investment Company to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. (b) The Distributor shall provide the Company Insurer with as many printed copies of the Fund’s current prospectus and Statement of Additional Information the Investment Company as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund Investment Company shall provide such documentation (including a final copy of the Investment Company’s prospectus as set in type or in camera-ready film containing the Fund’s prospectus copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Insurer to either print a stand-alone document or print together in one document the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Investment Company, or a document combining the Investment Company once each year prospectus with prospectuses of other funds in which the Variable Contracts may be invested. The Investment Company shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Insurer shall bear the expense of printing copies of the Investment Company’s prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. (or more frequently if c) The Investment Company and the prospectus and/or Distributor shall provide, at the Investment Company’s expense, such copies of the Investment Company’s current Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure DocumentSAI”) for as may reasonably be requested, to the Contracts and the Fund’s prospectus printed together in one document, Insurer and to have the Statement any owner of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided a Variable Contract issued by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of Insurer who requests such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsSAI. 3.2. (d) The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The FundInvestment Company, at its expense, shall provide the Company Insurer with copies of its proxy statements, periodic reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to owners of Variable Contracts issued by the Insurer. The Investment Company, at the Insurer’s expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Investment Company shall provide such documentation (including a final copy of the Investment Company’s proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. (e) The Investment Company will provide the Insurer with as much advance notice as is reasonably practicable of any proxy solicitation for any Fund, and will provide, by e-mail, copies of any supplement involving a material change in the Investment Company’s prospectus or SAI. The Investment Company will work with the Insurer so as to enable the Insurer to solicit proxies from Variable Contract owners, or to make changes to its registration statement or prospectus, in an orderly manner. The Investment Company will make reasonable efforts to attempt to have changes affecting the Variable Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. 3.4. If (f) It is understood and agreed that, except with respect to information regarding the Investment Company, the Funds, the Distributor, or an investment adviser to the extent Investment Company or the Funds (“Adviser”) provided in writing by the Investment Company, the Distributor or the Adviser and used in conformity therewith, none of the Investment Company, the Funds, the Distributor, or the Adviser is responsible for the content of the prospectuses or statements of additional information for the Variable Contracts. (g) As required by law the Mixed and Shared Funding Exemptive Order, the Insurer shall be responsible for calculating voting privileges in a manner consistent with other Participating Insurance Companies. Towards this end, the Investment Company shall:agrees to provide written instructions on the calculation of voting privileges, and the Insurer agree to vote consistent with any reasonable standards that the Investment Company may adopt and provide in writing (which writing may consist of the Investment Company’s proxy statement). (ih) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, For so long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract ownersby Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote shares of each Fund of the Investment Company held in a Separate Account or a sub-account thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Investment Company in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or sub-account thereof having a voting interest in the Fund. The Insurer shall vote shares of a Fund of the Investment Company reserves held in a Separate Account or a sub-account thereof that are attributable to the right Variable Contracts as to vote Fund which no timely instructions are received, as well as shares held in any segregated asset account in its own right, such Separate Account or subaccount thereof that are not attributable to the extent permitted Variable Contracts and owned beneficially by law. Participating Insurance Companies shall be responsible for assuring the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that each of their separate accounts participating Separate Account or subaccount thereof having a voting interest in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5from whom instructions have been timely received. The Insurer shall vote shares of each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and Investment Company held in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) andits general account, if and when applicableany, 16(b). Further, in the Fund will act in accordance with same proportion as the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) votes cast with respect to periodic elections shares of trustees the Fund held in all Separate Accounts of the Insurer or sub- accounts thereof, in the aggregate. (i) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the Investment Company shall disclose in its prospectus that (i) the Investment Company is intended to be a funding vehicle for variable annuity and with whatever rules variable life insurance contracts offered by various insurance companies, (ii) material irreconcilable conflicts possibly may arise, and (iii) the Commission Board of Trustees of the Investment Company will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Investment Company hereby notifies the Insurer that prospectus disclosure may promulgate with respect theretobe appropriate regarding potential risks of offering shares of the Investment Company to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus as the Company may reasonably request. In addition, the Fund shall provide a pdf file of the Fund’s current prospectus and Statement of Additional Information as for the Company may reasonably requestCompany’s web site. If requested by the Company in lieu thereofrequested, the Fund shall also provide camera-ready film containing the Fund’s current prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one documentdocuments printed. Alternatively, the The Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. The Company may also utilize the Fund’s current prospectus on the Company’s internet sites and other electronic and/or public media. Except as provided in the following three sentencesSection 5.3, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, . 3.3 The Fund shall provide the Company with copies of its proxy statements, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares Proxy matters will be handled in accordance with instructions received from Contract owners; andall applicable laws, rules and regulations and by mutual agreement of the parties. (iii) vote Fund shares for which no instructions have been received 3.4 The parties hereto agree to cooperate with each other in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountconnection with any laws, so long as and rules or regulations relating to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each use of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholderssummary prospectus, and in particular the Fund such matters will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act by handled in accordance with the Securities all applicable laws, rules and Exchange Commission’s interpretation regulations and by mutual agreement of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretoparties involved.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For Fund prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholdersshareholders (annual and semiannual reports), and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Distributor shall provide at all times the Company with copies of the Trust’s current prospectus, statement of additional information or any supplement thereto, or other shareholder communication applicable to a Fund, including any amendments to the Trust’s registration statement as well as annual and semi-annual reports and proxy statements: (a) in the case of prospectuses, statements of additional information and/or supplements, annual and semi-annual reports and proxy statements, when they are effective, and (b) in the case of amendments to its registration statement or other shareholder communications, when such amendments are filed with the SEC (whether effective or not). In all cases the Trust agrees to make a good faith effort to provide to the Company, at no expense to the Company, these documents on a timely basis whereby Company is able to meet applicable regulatory deadlines. To the extent permitted by applicable law, the Advisor will make reasonable efforts to provide the Company with as much notice as possible when contemplating a material change the Trust’s registration statement as it relates to the Trust’s variable annuity product. The Distributor shall provide, at the Trust’s expense, the Company with as many printed copies of the FundTrust’s current prospectus and prospectus, Statement of Additional Information (as well as any supplements thereto) and any other shareholder communication (describing only the designated Funds listed on Schedule A) and/or, to the extent existing, the Trust’s profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film or an electronic file in a format acceptable to the Company containing the FundTrust’s prospectus and Statement of Additional InformationInformation (as well as supplements thereto) and reports, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended or supplemented during the year) for the prospectus and Statement of Additional Information and twice a year for reports, to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the FundTrust’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document, or reports of the Trust or any other investment option under the Contract printed together in one document. Alternatively, the Company may print the FundTrust’s prospectus and/or its Statement of Additional Information documents in combination with other fund companies’ prospectuses documents. In such event, the Trust shall bear its pro rata share of printing and statements distribution expenses based on the number of additional informationcombined printed pages. All such documents shall be provided to the Company within the time reasonably required to allow for printing and delivery to Contract owners, but no later than 5 business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentencesthis Agreement, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information the Trust’s shareholder documents to prospective shareholders shall be the expense of the Company. For prospectuses and prospectuses, Statements of Additional Information Information, supplements thereto and other shareholder communications, provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 ActAct (or on a more frequent basis if the Trust makes a filing with respect to its registration statement) or as otherwise initiated by the Trust, the cost of printing printing, typesetting, mailing and other distribution-related costs shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional InformationTrust. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The FundTrust’s prospectus shall state that the Statement of Additional Information for the Fund Trust is available from available, and the Underwriter or Trust, at its own expense shall provide a reasonable number of copies of such Statement of Additional Information free of charge to the Company (for itself or in the Fund’s discretion, the Prospectus shall state for any Contract owner that requests such Statement is available from the Fund)SAI. 3.3. The Fund, at At its expense, the Trust shall provide the Company with copies of its the Trust’s proxy statements, reports to shareholders, and other shareholder communications initiated by the Trust (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to existing Contract owners. The Trust shall bear the mailing, delivery and other distribution costs associated with furnishing these documents to Contract owners. Such delivery may be accomplished through electronic means subject to the standards prescribed by the SEC. 3.4. If and to the extent required by law the Company shall: (i) solicit cooperate with the Trust, to the extent necessary, in soliciting voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission 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 Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange CommissionSEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film or other electronic transmission containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company to print once each year the Fund's prospectus and Statement of Additional Information (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document). Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film or other electronic transmission containing the Fund's reports to shareholders and other communications, and such other assistance as is reasonably necessary in order for the Company to print the Fund's reports to shareholders and other communications. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(athe (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company and 1851 with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all All expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order Fund, including such documents required to update disclosure annually as required by the 1933 Act and/or the 1940 Act, for the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to existing owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter Underwriter, 1851 or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission 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. Participating Insurance Companies (as defined in the Mixed and Shared Funding Exemptive Order), including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto in the Mixed and incorporated herein by this referenceShared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange CommissionSEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund Parties shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentencessentence, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional InformationTrust. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)Trust. 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund Parties shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)Trust. 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund Trust calculates voting privileges in a manner as required by the Shared Exemptive Order and consistent with any reasonable standards the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesTrust may adopt. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund 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 Fund Trust will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film or other electronic transmission containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company to print once each year the Fund's prospectus and Statement of Additional Information (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document). Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film or other electronic transmission containing the Fund's reports to shareholders and other communications, and such other assistance as is reasonably necessary in order for the Company to print the Fund's reports to shareholders and other communications. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.with

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; andinstructions (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-camera ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready cameraready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“"Disclosure Document”") for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 5.1 The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2 The Distributor shall provide the Company Insurer with as many printed copies of the Fund’s current prospectus and Statement of Additional Information the Fund as the Company Insurer (describing only those portfolios identified on Exhibit B) may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund shall provide camera-ready film containing such documentation (including a final copy of the Fund’s prospectus (describing only those portfolios identified on Exhibit B) as set in type or in camera-ready copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (Insurer to either print a stand-alone document or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed print together in one document, and to have document the Statement of Additional Information current prospectus for the Fund Variable Contracts issued by the Insurer and the Statement of Additional Information current prospectus for the Fund, or a document combining the Fund prospectus with prospectuses of other funds in which the Variable Contracts printed together in one documentmay be invested. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing The Fund prospectuses and Statements of Additional Information shall be bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Company. For prospectuses and Statements of Additional Information provided by Insurer shall bear the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost expense of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectusprospectus that are used in connection with offering the Variable Contracts issued by the Insurer. 5.3 The Fund and the Distributor shall provide, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is at the Fund’s per unit cost expense, such copies of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s prospectus shall state that the current Statement of Additional Information for (“SAI”) as may reasonably be requested, to the Fund is available from Insurer and to any owner of a Variable Contract issued by the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that Insurer who requests such Statement is available from the Fund)SAI. 3.3. 5.4 The Fund, at its expense, shall provide the Company Insurer with copies of its proxy statementsmaterials, periodic reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract ownersowners of Variable Contracts issued by the Insurer. The Fund, at the Insurer’s expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund’s proxy materials, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, 5.5 For so long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract ownersby Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote shares of each Portfolio of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Portfolio. The Company reserves Insurer shall vote shares of a Portfolio of the right Fund held in a Separate Account or a subaccount thereof that are attributable to vote Fund the Variable Contracts as to which no timely instructions are received, as well as shares held in any segregated asset account such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been timely received. The Insurer shall vote shares of each Portfolio of the Fund held in its own rightgeneral account, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating if any, in the Fund calculates voting privileges same proportion as the votes cast with respect to shares of the Portfolio held in a manner consistent with all Separate Accounts of the standards set forth on Schedule B attached hereto and incorporated herein by this referenceInsurer or subaccounts thereof, which standards will also be provided to in the other Participating Insurance Companiesaggregate. 3.55.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its prospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board of Trustees of the Fund will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Fund will comply with all provisions hereby notifies the Insurer that prospectus disclosure may be appropriate regarding potential risks of offering shares of the 1940 Act requiring voting by shareholders, Fund to separate accounts funding both variable annuity contracts and in particular the Fund will either provide for annual meetings or comply with Section 16(c) variable life insurance policies and to separate accounts funding Variable Contracts of the 1940 Act (although the Fund 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 Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretounaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s 's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s 's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s 's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s 's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s 's per unit cost of typesetting and printing the Fund’s 's prospectus. The same procedures shall be followed with respect to the Fund’s 's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s 's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s 's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 5.1 The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2 The Distributor shall provide the Company Insurer with as many printed copies of the Fund’s current prospectus and Statement of Additional Information the Fund as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type or In camera-ready film containing the Fund’s prospectus copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year Insurer to either print a stand-alone document or print together in one document the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Fund, or a document combining the Fund prospectus with prospectuses of other funds in which the Variable Contracts may be invested. The Fund shall bear the expense of printing and distributing copies of its current prospectus that will be distributed to existing Variable Contract Owners (or more frequently if regardless of whether the prospectus and/or is printed by the Fund and provided to the Insurer, or whether the prospectus is printed by the Insurer by virtue of having received a copy set in type or in camera ready form), and the Insurer shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. 5.3 The Fund and the Distributor shall provide, at the Fund's expense, such copies of the Fund's current Statement of Additional Information for ("SAP") as may reasonably be requested, to the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, Insurer and to have the Statement any owner of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided a Variable Contract issued by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of Insurer who requests such prospectuses distributed to owners of the Contracts, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsSAI. 3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. 5.4 The Fund, at its expenseexpense (and regardless of whether such documents are printed by the Fund and provided to the Insurer, or whether such documents are printed by the Insurer by virtue of having received a copy set in type or in camera ready form), shall provide the Company Insurer with copies of its proxy statements, periodic reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract ownersowners of Variable Contracts issued by the Insurer. The costs of proxy materials paid for by the Fund shall include, but not limited to, the costs of proxy cards, notices, statements and tabulation costs. The Fund, at the Insurer's expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. 3.4. If and 5.5 For so long as the SEC interprets the 1940 Act to require pass- through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the extent required by law 1940 Act, the Company shall: (i) solicit voting instructions from Contract owners; (ii) Insurer shall vote shares of each Portfolio of the Fund shares held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from Contract owners; and (iii) owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Portfolio. The Insurer shall vote shares of a Portfolio of the Fund shares for held in a Separate Account or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions have been received are received, as well as shares held in a particular separate account such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as Fund shares the votes cast by owners of such portfolio for which the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been received timely received. The Insurer shall vote shares of each Portfolio of the Fund held in that separate its general account, so long if any, in the same proportion as the votes cast with respect to shares of the Portfolio held in all Separate Accounts of the Insurer or subaccounts thereof, in the aggregate. 5.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its prospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board of Trustees of the Fund will monitor events in order to identify the existence of any material irreconcilable conflicts and to the extent that the Securities and Exchange Commission continues determine what action, if any, should be taken in response 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5such conflict. The Fund will comply with all provisions hereby notifies the Insurer that prospectus disclosure may be appropriate regarding potential risks of offering shares of the 1940 Act requiring voting by shareholders, Fund to separate accounts funding both variable annuity contracts and in particular the Fund will either provide for annual meetings or comply with Section 16(c) variable life insurance policies and to separate accounts funding Variable Contracts of the 1940 Act (although the Fund 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 Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretounaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund Parties shall provide the Company with as many printed copies of the Fund’s Trust's current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide camera-ready film containing the Fund’s Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) prospectus for the Contracts and the Fund’s Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies’ ' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s Trust's prospectus, the Fund Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund’s Trust's per unit cost of typesetting and printing the Fund’s Trust's prospectus. The same procedures shall be followed with respect to the Fund’s Trust's Statement of Additional Information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund’s Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund’s Trust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund)Trust. 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.contract