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 copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 thereofCompany, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on diskette a diskette, at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’s expense). 3.2. The Fund's ’s prospectus shall state that the current Statement statement of Additional Information ("SAI") additional information for the Fund is availableavailable from the Company (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a reasonable number of sufficient copies of such SAI statement of additional information free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such SAIstatement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy materialstatements, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.53.4. The If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Shares Portfolio shares for which no instructions have been received in the same proportion as Shares shares of such portfolio Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. The Company and its agents Participating Insurance Companies, including the Company, shall not oppose or interfere be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the solicitation standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of proxies the SEC. 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 shares held for such Contract ownersis 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 SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 4.1 The Underwriter Trust shall provide the Company Companies with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing printed copies of the current prospectus prospectus(es), statement of additional Information, proxy statements, annual reports and profiles for semi annual reports of each of the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesFunds (and no other Funds), and the Company shall bear the expense of printing copies any supplements or amendments to any of the Fund's prospectus and profiles that are used in connection with offering foregoing, as the Contracts issued by the Company. If Companies may reasonably request, if requested by the Company Compares in lieu thereofof the foregoing printed documents, the Fund Trust shall provide such documentation (including a final copy documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as the new prospectus on diskette at the Fund's or Underwriter's expense) Companies may reasonably request, and such other assistance as is reasonably necessary in order for the Company once Companies to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each year of the Funds (and no other Funds), and any supplements or more frequently if amendments to any of the prospectus foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Fund is amended) Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)this Agreement. 3.2. 4.2 The FundTrust's prospectus Prospectus shall state that the current Statement of Additional Information information ("SAIStatement") for the Fund Trust is availableavailable from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter (or tor the FundTrust), at its expense, shall print and provide a reasonable number of copies of such SAI Statement free of charge to the each Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.3. Upon the reasonable request of the Company4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundTrust, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall shell reasonably require for distributing distribution to the Contract owners, such distribution to be at the expense of the Company. 3.5. The 4.4 Each Company shall: (i) solicit voting instructions from Contract owners; (ii) shall vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion all Trust shares as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawlaw and the Shared Funding Exemptive Order. The Each Company will reserves the right to vote Shares Trust shares held in any segregated asset separate account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by lawlaw and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order. 4.5 The Company Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not oppose or interfere 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 Trust will act In accordance with the solicitation Securities and Exchange Commission's interpretation of proxies the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto. 4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for Fund shares held a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for such all reasonable expenses for facilitating the changes and for notifying Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will , with expenses to be distributed to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final print-ready PDF, or an electronic copy of the new prospectus documents in a format suitable for printing and posting on diskette at the Fund's or Underwriter's expenseCompany’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund's prospectus Fund printed together in one a single document (such printing of or posted on the Fund's prospectus and profiles for existing Contract owners whose contracts are funded Company’s web-site or printed individually by the Fund's shares to be at the Fund's or Underwriter's expense)Company if it so chooses. 3.2. 3.2 The Fund's ’s prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available, and the Underwriter (or 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 3.3 The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received agrees that it will use such information substantially in the same proportion as Shares form provided. The Company shall provide prior written notice of any proposed modification of such portfolio for information, which instructions have been receivednotice will describe the manner in which the Company proposes to modify the information, so and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as as, and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company will shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote Shares held shares of the Portfolio in any segregated asset account accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for its own account which no instructions have been received in the same proportion as Shares shares of such portfolio the Portfolio for which voting instructions have been received from Contract ownersreceived. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by lawapplicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The Company and its agents shall not oppose or interfere parties agree to comply with the solicitation terms included in the attached Schedule C as of proxies for Fund shares held for such Contract ownersthe effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type (or in computer format) at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Shares Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Shares Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors 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 Company, at the Company’s expense, with as many copies of the Fund's ’s current prospectus (which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear print and distribute, at the expense of printing Fund’s or Underwriter’s expense, as many copies of the current said prospectus and profiles as necessary for the Fund that will be distributed distribution to existing Contract owners whose contracts are funded contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the prospectus to existing contractowners or participants, as required by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companylaw. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current prospectus set in type or at the new prospectus on request of the Company, as a PDF or diskette in the form sent to the financial printer, at the Fund's or Underwriter's expense) ’s expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's ’s new prospectus printed together in one document (document. In such printing case the Fund shall bear its proportionate share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. 3.2 The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”, which term, as used in this Agreement shall include any supplement thereto) for the Fund is availableavailable from the Underwriter (or, in the Fund’s discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund)) shall provide such SAI, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAI or, at the Company’s expense, to any prospective contractowner or applicant who requests such SAI. 3.3. Upon the reasonable request of the Company, the 3.3 The Fund shall provide the Company with information regarding the Fund's ’s expenses, (including information that is legally required to be included in the prospectus for the Account) 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 Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its agent shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's ’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 such documentation (including a final copy of the new current prospectus on diskette set in type or in camera ready format or in electronic format at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’s expense). 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 with Contract value allocated to a Designated Portfolio who requests such SAI. 3.3. Upon the reasonable request of the Company, the The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. If requested by the Company in lieu thereof, the Fund shall provide such material, reports or other communications in “camera ready” format on diskette. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote may request customized reports to shareholders, but such customized reports shall only be provided at the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract ownersCompany’s expense.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus prospectuses for the Portfolios listed on Schedule 2 as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companysaid prospectuses as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the prospectus for the Fund is amendedsaid prospectuses are amended more frequently) to have the new prospectus for the Contracts and the Fund's prospectus Portfolios' new prospectuses printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders with regard to the Portfolios listed in Schedule 2 in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontract owners or participants; (ii) vote the Shares Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Shares Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors 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 copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such the current SAI for the Fund 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iiic) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's ’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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’s expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such the current SAI for the Fund 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 The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide bear the Company costs of preparing, filing with as many copies of the SEC, and setting for printing the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesprospectus, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for ), including any amendments or supplements thereto, periodic reports to shareholders, Fund proxy material and other shareholder communications (collectively, the "Fund is availableMaterials"), and the Underwriter (Fund will provide to the Company a camera-ready or other formatted copy of all Fund Materials. It is understood and agreed that the Company is not responsible for the content of the Fund Materials, except to the extent that statements in the Fund Materials reflect information given to the Fund by the Company. It is also understood and agreed that, except with respect to information provided to the Company by the Fund, the Distributor or the Adviser, the Portfolios, the Fund), the Distributor and the Adviser shall not be responsible for the content of the prospectus, SAI or disclosure statement for the Contracts or non-affiliated funds. 3.2. The Company shall print in quantity and deliver to existing Contract owners the Fund Materials. The Company shall bear the costs of printing the Fund Materials for existing Contract owners and the costs of delivering the Fund Materials to existing Contract owners. 3.3. The Company shall print in quantity and deliver to prospective Contract owners the Fund prospectus and, if requested, the SAI for the Fund. For Class 1 Shares, the Company shall bear the costs of printing the Fund Materials for prospective Contract owners, whereas for Class 2 Shares, Class 3 Shares, and Class 4 Shares, the Fund shall bear such costs as provided for in the Distribution and Service Plan for each class. The Company shall bear the costs of delivering the Fund Materials to prospective contract owners. 3.4. The Company, 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its will distribute proxy material, reports to shareholders, and other communications to shareholders in such quantity as existing Contract owners and tabulate the votes. If and to the extent required by law, the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Shares of each Portfolio held in the Accounts in accordance with instructions received from Contract owners; and (iiic) vote Shares of each Portfolio held in the Accounts for which no timely instructions have been received received, as well as Shares it owns, in the same proportion as Shares of each such portfolio Portfolio for which instructions have been receivedreceived from the Contract owners; in each case, for so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or of Contracts listed on Schedule 4. Except as set forth above, the Company reserves the right to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. The Company will be responsible for assuring that each Account calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will act in accordance with the solicitation SEC's interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16(a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus (which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of said prospectus as necessary for distribution to existing contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the Fund's prospectus and profiles that are used in connection with offering the Contracts issued to existing contractowners or participants, as required by the Companylaw. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current prospectus set in type or at the new prospectus on request of the Company, as a diskette in the form sent to the financial printer, at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI", which term, as used in this Agreement shall include any supplement thereto) for the Fund is availableavailable from the Underwriter (or, in the Fund's discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund)) shall provide such SAI, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAI or, at the Company's expense, to any prospective contractowner or applicant who requests such SAI. 3.3. Upon the reasonable request of the Company, the 3.3 The Fund shall provide the Company with information regarding the Fund's expenses, (including information that is legally required to be included in the prospectus for the Account) 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 Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received agrees that it will use such information in the same proportion as Shares form provided, (which in the case of the prospectus fee table, will be in a form requested by the Company of the Fund and shall be provided to the Company no later than March 1 of each calendar year for the prior calendar year). The Company shall provide prior written notice of any proposed modification of such portfolio for information, which instructions have been receivednotice will describe in detail the manner in which the Company proposes to modify the information, so long as and agrees that it may not modify such information in any way without the prior consent of the Fund, except to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise such modification is required by law. The Company will vote Shares held in any segregated asset account for its own account in , regulation or form upon which the same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere Account is registered with the solicitation of proxies for Fund shares held for such Contract ownersSEC.

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 copies of the Fund's current prospectus of the Investment Company as the Company Insurer may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 Insurer in lieu thereof, the Fund Investment Company shall provide such documentation (including a final copy of the new Investment Company's prospectus on diskette at the Fund's as set in type or Underwriter's expensein camera-ready copy) and 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 for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed print together in one document (such 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 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 FundInvestment Company's prospectus and profiles for existing Contract owners whose contracts that are funded used in connection with offering the Variable Contracts issued by the Fund's shares to be Insurer. (c) The Investment Company and the Distributor shall provide, at the Fund's or UnderwriterInvestment Company's expense). 3.2. The Fund, such copies of the Investment Company's prospectus shall state that the current Statement of Additional Information ("SAI") for as may reasonably be requested, to the Fund is available, Insurer and to any owner of a Variable Contract issued by the Underwriter Insurer who requests such SAI. (or the Fund)d) The Investment Company, 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company Insurer with copies of its proxy materialstatements, periodic reports to shareholders, and other communications 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 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. 3.5. The (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 Investment Company shall: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. (if) solicit As required by 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 agrees to provide written instructions from Contract owners;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). (iig) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, For so long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract by 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 held in a Separate Account or a sub-account thereof that are attributable to the extent otherwise required by law. The Company will vote Shares Variable Contracts as to which no timely instructions are received, as well as shares held in any segregated asset account for its own 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 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 Fund from whom instructions have been received from Contract owners, to the extent permitted by lawtimely received. The Insurer shall vote shares of each Fund of the Investment Company held in its general account, if any, in the same proportion as the votes cast with respect to shares of 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 its agents shall not oppose or interfere with variable life insurance contracts offered by various insurance companies, (ii) material irreconcilable conflicts possibly may arise, and (iii) the solicitation Board of proxies for Fund 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 be appropriate regarding potential risks of offering shares held for such Contract ownersof 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 copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will , with expenses to be distributed to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on diskette at the Fund's or Underwriter's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Fund printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)document. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"”) for the Fund is availablebe distributed to all Contract owners, and the Underwriter (or then the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to Distributor and/or 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materialmaterials, reports to shareholders, shareholders and other communications 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. It is understood and agreed that, except with respect to information regarding the Company provided in writing by the Company or its agents, 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 If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Shares Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Shares Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Shares of such portfolio Portfolio shares for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will owners; and (d) vote Shares Portfolio shares held in any segregated asset its general account for its own account or otherwise in the same proportion as Shares of such portfolio Portfolio shares for which voting instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and its agents shall not oppose agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or interfere amendments of the Mixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the solicitation SEC’s interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall electronically provide the Company in ..pdf format with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or If applicable, the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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, as well as providing the SAI to the Company electronically in .pdf format. 3.3. Upon the reasonable request of the Company, the The Fund shall electronically provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners, in addition to providing each of the foregoing to the Company electronically in .pdf format. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its agent shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably requestprospectus. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order (See Section 7.1) and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus describing only the Designated Portfolios listed on Schedule A as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Funds that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or the Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus (which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of said prospectus as necessary for distribution to existing contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the Fund's prospectus and profiles that are used in connection with offering the Contracts issued to existing contractowners or participants, as required by the Companylaw. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current prospectus set in type or at the new prospectus on request of the Company, as a diskette in the form sent to the financial printer, at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its proportionate share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI", which term, as used in this Agreement shall include any supplement thereto) for the Fund is availableavailable from the Underwriter (or, in the Fund's discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund)) shall provide such SAI, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAI or, at the Company's expense, to any prospective contractowner or applicant who requests such SAI. 3.3. Upon the reasonable request of the Company, the 3.3 The Fund shall provide the Company with information regarding the Fund's expenses, (including information that is legally required to be included in the prospectus for the Account) 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 Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its it's own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the Fund's current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's shareswho have allocated Contract value to a Designated Portfolio, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (document. The expenses of such printing shall be apportioned between (a) the Company and (b) the Fund or its designee in proportion to the number of pages of the Fund's prospectus Contract and profiles for Designated Portfolios' prospectuses, with the Fund or its designee to contribute a maximum of $5,000 annually in aggregate towards the expenses of printing such a combined document to existing Contract owners whose contracts are funded who have allocated Contract value to a Designated Portfolio. Any additional expenses shall be borne by the Fund's shares Company. Additionally, the Company shall bear all printing expenses of such combined documents where used for distribution to be at the Fund's or Underwriter's expense)prospective purchasers. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, at its or consistent with applicable provisions of the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners1940 Act. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere with reserves the solicitation of proxies for right to vote Fund shares held in its general account in its own right to the extent permitted by applicable laws. 3.6. Participating Insurance Companies shall be responsible for such Contract ownersassuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus prospectuses for the Portfolios listed on Schedule 2 as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companysaid prospectuses as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the prospectus for the Fund is amendedsaid prospectuses are amended more frequently) to have the new prospectus for the Contracts and the Fund's prospectus Portfolios' new prospectuses printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders with regard to the Portfolios listed in Schedule 2 in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Shares Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Shares Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide bear the Company costs of preparing, filing with as many copies of the SEC, and setting for printing the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesprospectus, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for ), including any amendments or supplements thereto, periodic reports to shareholders, Fund proxy material and other shareholder communications (collectively, the "Fund is availableMaterials"), and the Underwriter (Fund will provide to the Company a camera-ready or other formatted copy of all Fund Materials. It is understood and agreed that the Company is not responsible for the content of the Fund Materials, except to the extent that statements in the Fund Materials reflect information given to the Fund by the Company. It is also understood and agreed that, except with respect to information provided to the Company by the Fund, the Distributor or the Adviser, the Portfolios, the Fund), the Distributor and the Adviser shall not be responsible for the content of the prospectus, SAI or disclosure statement for the Contracts or non-affiliated funds. 3.2. The Company shall print in quantity and deliver to existing Contract owners the Fund Materials. The Fund shall bear the costs of printing the Fund Materials for existing Contract owners. The Company shall bear the costs of delivering the Fund Materials to existing Contract owners. 3.3. The Company shall print in quantity and deliver to prospective Contract owners the Fund prospectus and, if requested, the SAI for the Fund. The Company shall bear the costs of printing the Fund Materials for prospective Contract owners. The Company shall bear the costs of delivering the Fund Materials to prospective contract owners. 3.4. The Company, 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its will distribute proxy material, reports to shareholders, and other communications to shareholders in such quantity as existing Contract owners and tabulate the votes. If and to the extent required by law, the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Shares of each Portfolio held in the Accounts in accordance with instructions received from Contract owners; and (iiic) vote Shares of each Portfolio held in the Accounts for which no timely instructions have been received received, as well as Shares it owns, in the same proportion as Shares of each such portfolio Portfolio for which instructions have been receivedreceived from the Contract owners; in each case, for so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or of Contracts listed on Schedule 4. Except as set forth above, the Company reserves the right to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. The Company will be responsible for assuring that each Account calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will act in accordance with the solicitation SEC's interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16(a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its agent shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order (See Section 7.1) and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current prospectus set in type, or, at the new prospectus on diskette request of the Company, as a diskette, at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts, prospectuses for other mutual funds in which the Contracts may be invested and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Shares Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Shares Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for use with prospective Policy owners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesexpense, and the Company shall bear the expense of printing as many copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing Policy owners or participants. If requested by the Company in lieu thereof, the Fund shall provide such this documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to have the new prospectus for the Fund is amended) to have the prospectus for the Contracts Policies and the Fund's new prospectus for the Dedicated Portfolios printed together in one document (document, in such printing case the Fund shall bear its proportional share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Fund's Statement of Additional Information is available from the Underwriter ("SAI") for or, in the Fund Fund's discretion, the prospectus shall state that this Statement is availableavailable from the Fund), and the Underwriter (or the Fund)) shall provide this Statement, at its the Underwriter's expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract Policy who requests such SAIthis Statement or, at the Company's expense, to any prospective Policy owner and applicant who requests this Statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its the Fund's proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing these materials, reports, and communications to Contract ownersexisting Policy owners or participants. 3.53.4. The If and to the extent required by law, the Company shall: (i) solicit voting instructions from Contract ownersPolicy owners or participants; (ii) vote the Shares Fund shares held in the Accounts in accordance with instructions received from Contract ownersPolicy owners or participants; and (iii) vote Shares Fund shares held in the Accounts for which no instructions have been received in the same proportion as Shares of such portfolio for which timely instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.held

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its agent shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing prospective Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's ’s prospectus and profiles that are used in connection with offering the Contracts issued by the Company. The Fund shall bear the cost of printing the prospectus for existing Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new current prospectus on diskette set in type or in camera ready format or in electronic format at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expenseCompany’s expense for prospectuses distributed to prospective Contract owners but with the Fund bearing the expense for printing prospectuses to be distributed to existing Contract owners holding Fund shares). 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 with Contract value allocated to a Designated Portfolio who requests such SAI. 3.3. Upon the reasonable request of the Company, the The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract ownersowners holding Fund shares. If requested by the Company in lieu thereof, the Fund shall provide such material, reports or other communications in “camera ready” format on diskette. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract ownersowners in that Account; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio Designated Portfolio held by an Account for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company Fund shall bear the expense for proxy solicitation including any printing or distribution costs. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order (See Section 7 .1) and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 ’s shares, and the Company shall bear the expense of printing copies of the Fund's ’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 such documentation (including a final copy of the new prospectus on diskette at the Fund's ’s or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's ’s prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's ’s shares to be at the Fund's ’s or Underwriter's ’s expense). 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's ’s expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide provide, or cause to provide, the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information ("SAI"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed request to deliver to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companyowners. If requested by the Company in lieu thereof, the Fund Underwriter shall provide provide, or cause to be provided, such documentation documents (including a final "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the new prospectus documents in a format suitable for posting on diskette at the FundCompany's or Underwriter's expensewebsite, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund's prospectus Fund printed together in one a single document (such printing of or posted on the FundCompany's prospectus and profiles for existing Contract owners whose contracts are funded web-site or printed individually by the Fund's shares to Company if it so chooses. The expenses associated with printing and providing such documentation shall be at the Fund's or Underwriter's expense).as set forth in Article V. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available, and the Underwriter (or 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 Fund The Underwriter shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Underwriter, which consent shall not be unreasonably withheld. 3.4. The Underwriter will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, at its or consistent with applicable provisions of the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners1940 Act. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been receivedSo long as, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or to the extent otherwise required by law, the Company shall follow one of the two procedures outlined below with respect to Fund initiated proxies: (a) If the Company chooses to solicit Contract owners itself, it shall: (i) Solicit voting instructions from Contract owners; and (ii) Vote the shares in accordance with instructions received from such owners. The If and to the extent permitted by law, the Company will may vote Shares held in any segregated asset account Fund shares for its own account which no instructions have been received in the same proportion as Shares of such portfolio shares for which voting such instructions have been received from Contract owners. (b) If the Company chooses to work with the Fund's proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. The Company shall also provide such other information to the Fund or its agent as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. Regardless of which procedure is followed, the Underwriter will pay, or cause to be paid, the expense associated with text composition, printing, mailing, distributing and tabulation of proxy statements and voting instructions solicitation materials. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract ownersapplicable laws.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for use with prospective Policy owners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesexpense, and the Company shall bear the expense of printing as many copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing Policy owners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to have the new prospectus for the Fund is amended) to have the prospectus for the Contracts Policies and the Fund's new prospectus printed together in one document (document, in such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") information for the Fund is availableavailable from the Underwriter (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract Policy who requests such SAIStatement or, at the Company's expense, to any prospective Policy owner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting Policy owners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownersPolicy owners or participants; (ii) vote the Shares Fund shares held in the Accounts in accordance with instructions received from Contract ownersPolicy owners or participants; and (iii) vote Shares Fund shares held in the Accounts for which no timely instructions have been received received, and any Fund shares held in the Company's general account, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, ; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through passthrough voting privileges for variable contract owners or to the extent otherwise required by lawpolicy owners. The Company will reserves the right to vote Shares held in any segregated asset account for its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by lawFund 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall 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 oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Companies with as many copies of the Fund's ’s current prospectus as the Company Companies may reasonably request. The Fund or the Underwriter Companies shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company Companies shall bear the expense of printing copies of the Fund's ’s prospectus and profiles that are used in connection with offering the Contracts issued by the CompanyCompanies. If requested by the a Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’s expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such the current SAI for the Fund free of charge to the Company Companies for itself and for any owner of a Contract who requests such SAI. 3.3. Upon the reasonable request of the Company, the The Fund shall provide the Company Companies with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Companies agree that they will use such information in the form provided. The Companies shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Companies propose to modify the information, and agree that they may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company Companies with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company Companies shall reasonably require for distributing to Contract owners. 3.5. The Company Companies shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company Companies will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type (including an 8 1/2" x 11" camera ready copy) at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, (a) shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and (b) shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners; (ii) vote the Shares Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners; and (iii) vote Shares Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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). (a) with respect to periodic elections of directors and with whatever rules the solicitation of proxies for Fund shares held for such Contract ownersCommission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the FundCompany's or Underwriter's expenseexpense with the Fund bearing its proportionate share of expenses relating to disclosure of information concerning the Fund in Contract prospectuses that are to be issued to existing Contract owners). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the each Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesCompany, and the Company shall bear the expense of 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 Transfer Agent shall provide such documentation (including a final copy of the new prospectus on diskette at the FundTransfer Agent's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 Fund The Underwriter shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundUnderwriter, at its or the Underwriter's expense, shall provide the Company with copies of its Fund proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such the current SAI for the Fund 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A), as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are is used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (the payment of such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded costs to be governed by the Fund's shares to be at the Fund's or Underwriter's expenseprovisions of Section 5.3 of this Agreement). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information ("SAI"), supplements, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed request to deliver to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companyowners. If requested by the Company in lieu thereof, the Fund shall provide such documentation documents (including a final "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the new prospectus documents in a format suitable for posting on diskette at the FundCompany's or Underwriter's expensewebsite, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund's prospectus Fund printed together in one a single document (such printing of or posted on the FundCompany's prospectus and profiles for existing Contract owners whose contracts are funded web-site or printed individually by the Fund's shares to Company if it so chooses. The expenses associated with printing and providing such documentation shall be at the Fund's or Underwriter's expense).as set forth in Article V. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4. The Fund will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, at its or consistent with applicable provisions of the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners1940 Act. 3.5. The When the Fund submits proposals to shareholders, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as as, and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, follow one of the two procedures outlined below: (a) If the Company chooses to solicit Contract owners itself, it shall: (i) solicit voting instructions from owners of or participants in the Contract; (ii) vote the Fund shares in accordance with instructions received from owners of or participants in the Contract; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Fund for which instructions have been received. (b) If the Company chooses to work with the Fund's proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the extent otherwise required by lawFund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. The Company will shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. The Company reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account right, as well as any shares held in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersits general account, in each case, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus or, if requested by the Company, a version of the Fund's prospectus that includes only the Portfolios of the Fund that are used to fund the Company's contracts, as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself Company-and for to any owner of or participant under a Contract who requests such SAIStatement or, at 10 the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Shares Fund shares held in an Account in accordance with instructions in structions received from Contract ownerscontractowners or participants; and (iii) vote Shares Fund shares held in an Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Adviser shall provide the Company with as many copies of the Fund's current prospectus describing only the Designated Portfolios listed on Schedule A as the Company may reasonably request. The Fund or the Underwriter Adviser shall bear the expense of printing copies of the current prospectus and profiles for the Fund Funds that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus electronically or on diskette at the Fund's or Underwriterthe Adviser's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (document. In such a case, the printing costs shall be allocated to reflect the Fund's share of the total costs for printing the Fund's prospectus for delivery to existing Contract owners investing in the Designated Portfolios, determined according to the number of pages of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by respective portions of the Fund's shares to be at the Fund's or Underwriter's expense)documents. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter Adviser (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the UnderwriterAdviser's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract Contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account account, as well as any shares owned by the Company, in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund shall provide bear the Company costs of preparing, filing with as many copies of the SEC, and setting for printing the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesprospectus, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for ), including any amendments or supplements thereto, periodic reports to shareholders, Fund proxy material and other shareholder communications (collectively, the "Fund is availableMaterials"), and the Underwriter (Fund will provide to the Company a camera-ready or other formatted copy of all Fund Materials. It is understood and agreed that the Company is not responsible for the content of the Fund Materials, except to the extent that statements in the Fund Materials reflect information given to the Fund by the Company. It is also understood and agreed that, except with respect to information provided to the Company by the Fund, the Distributor or the Adviser, the Portfolios, the Fund), the Distributor and the Adviser shall not be responsible for the content of the prospectus, SAI or disclosure statement for the Contracts or non-affiliated funds. 3.2. The Company shall print in quantity and deliver to existing Contract owners the Fund Materials. The Fund shall bear the costs of printing the Fund Materials for existing Contract owners. The Company shall bear the costs of delivering the Fund Materials to existing Contract owners. 3.3. The Company shall print in quantity and deliver to prospective Contract owners the Fund prospectus and, if requested, the SAI for the Fund. The Company shall bear the costs of printing the Fund Materials for prospective Contract owners. The Company shall bear the costs of delivering the Fund Materials to prospective contract owners. 3.4. The Company, 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its will distribute proxy material, reports to shareholders, and other communications to shareholders in such quantity as existing Contract owners and tabulate the votes. If and to the extent required by law, the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Shares of each Portfolio held in the Accounts in accordance with instructions received from Contract owners; and (iiic) vote Shares of each Portfolio held in the Accounts for which no timely instructions have been received received, as well as Shares it owns, in the same proportion as Shares of each such portfolio Portfolio for which instructions have been receivedreceived from the Contract owners; in each case, for so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or of Contracts listed on Schedule 4. Except as set forth above, the Company reserves the right to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. The Company will be responsible for assuring that each Account calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will act in accordance with the solicitation SEC's interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section (a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus describing only the Designated Portfolios listed on Schedule A as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Funds that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or the Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iiic) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesowners, and the Company shall bear the expense of 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 Underwriter shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 Fund The Underwriter shall provide the Company with reasonable information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundUnderwriter, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or the Adviser shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for distribution, at the Company's expense, to prospective Contract owners and applicants. The Fund or the Underwriter Adviser shall bear provide the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by Company, at the Fund's sharesor the Adviser's expense, and the Company shall bear the expense of printing with as many copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by as necessary for distribution, at the Company's expense, to existing Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final "camera ready" or diskette copy of the new prospectus on diskette as set in type at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing document, in which case the Fund will bear its reasonable share of expenses, as described above, allocated based on the proportionate number of pages of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by portion of the Fund's shares to be at the Fund's or Underwriter's expense)document. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Adviser (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter Adviser (or the Fund), at its expense, shall provide a reasonable number of copies copy of such SAI Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Company will distribute this proxy material and tabulate the votes at the Fund's or the Adviser's expense. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, : so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawof Variable Insurance Products. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. The Company 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 this Section and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract ownerseach other.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the FundTrust's current prospectus describing only the Designated Funds listed on Schedule A as the Company may reasonably request. The Fund Trust or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Trusts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the FundTrust'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 Trust shall provide such documentation (including a final copy of the new prospectus on diskette at the FundTrust's or the Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund Trust is amended) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the FundTrust's or Underwriter's expense). 3.2. The FundTrust's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund Trust is available, and the Underwriter (or the FundTrust), 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 Fund The Trust shall provide the Company with information regarding the FundTrust's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundTrust, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Trust shares in accordance with instructions received from Contract owners; and (iii) vote Shares Trust shares for which no instructions have been received in the same proportion as Shares Trust shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Trust shares held in any segregated asset account for its own account in the same proportion as Shares Trust shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Fund calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersTrust may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such the current SAI for the Fund 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

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 copies of the Fund's current prospectus of the Investment Company as the Company Insurer may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 Insurer in lieu thereof, the Fund Investment Company shall provide such documentation (including a final copy of the new Investment Company's prospectus on diskette at the Fund's as set in type or Underwriter's expensein camera-ready copy) and 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 for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed print together in one document (such 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 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 FundInvestment Company's prospectus and profiles for existing Contract owners whose contracts that are funded used in connection with offering the Variable Contracts issued by the Fund's shares to be Insurer. (c) The Investment Company and the Distributor shall provide, at the Fund's or UnderwriterInvestment Company's expense). 3.2. The Fund, such copies of the Investment Company's prospectus shall state that the current Statement of Additional Information ("SAI") for as may reasonably be requested, to the Fund is available, Insurer and to any owner of a Variable Contract issued by the Underwriter Insurer who requests such SAI. (or the Fund)d) The Investment Company, 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company Insurer with copies of its proxy materialstatements, periodic reports to shareholders, and other communications 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 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. 3.5. The (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 Investment Company shall: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. (if) solicit As required by 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 agrees to provide written instructions from Contract owners;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). (iig) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, For so long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract by 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 held in a Separate Account or a sub-account thereof that are attributable to the extent otherwise required by law. The Company will vote Shares Variable Contracts as to which no timely instructions are received, as well as shares held in any segregated asset account for its own 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 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 Fund from whom instructions have been received from Contract owners, to the extent permitted by lawtimely received. The Insurer shall vote shares of each Fund of the Investment Company held in its general account, if any, in the same proportion as the votes cast with respect to shares of 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 its agents shall not oppose or interfere with variable life insurance contracts offered by various insurance companies, (ii) material irreconcilable conflicts possibly may arise, and (iii) the solicitation Board of proxies for Fund 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 be appropriate regarding potential risks of offering shares held for such Contract ownersof 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 Funds shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information ("SAI"), supplements, proxy statements, and annual or semi-annual reports of each Fund (for distribution to Contract owners with value allocated to such Funds) as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed request to deliver to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companyowners. If requested by the Company in lieu thereof, the Fund Funds shall provide such documentation documents (including a final "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the new prospectus documents in a format suitable for posting on diskette at the FundCompany's or Underwriter's expensewebsite, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund's prospectus Funds printed together in one a single document (such printing of or posted on the FundCompany's prospectus and profiles for existing Contract owners whose contracts are funded web-site or printed individually by the Fund's shares to Company if it so chooses. The expenses associated with printing and providing such documentation shall be at the Fund's or Underwriter's expense).as set forth in Article V. 3.2. The Each Fund's prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the such Fund is available, and the Underwriter (or 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 Fund The Funds shall provide the Company with information regarding the Fund's Funds' expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Funds, which consent shall not be unreasonably withheld. 3.4. The FundFunds will pay or cause to be paid the expenses associated with text composition, at its or the Underwriter's expenseprinting, shall provide the Company with copies of its proxy materialmailing, reports to shareholdersdistributing, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing tabulation of proxy statements and voting instruction solicitation materials to Contract ownersowners with respect to proxies related to the Funds, consistent with applicable provisions of the 1940 Act. 3.5. The When the Fund submits proposals to shareholders, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as as, and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, follow one of the two procedures outlined below: (a) If the Company chooses to solicit Contract owners itself, it shall: (i) solicit voting instructions from owners of or participants in the Contract; (ii) vote the Fund shares in accordance with instructions received from owners of or participants in the Contract; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Fund for which instructions have been received. (b) If the Company chooses to work with the Fund's proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the extent otherwise required by lawFund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. The Company will shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. The Company reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account right, as well as any shares held in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersits general account, in each case, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter Distributor shall provide the Company (at the Company’ expense) with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 such documentation (including a final copy of the new prospectus on diskette as set in type at the Fund's ’s expense – in lieu thereof, such final copy may be provided, if requested by the Company, electronically or Underwriter's expensethrough camera ready film) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently frequently, if the prospectus for the Fund is amended) to have the prospectus for the Contracts each Contract and the Fund's ’s prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’ expense). 3.2. 3.2 The Fund's ’s prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Distributor (or in the Fund’s discretion, the prospectus shall state that such Statement is available from the Fund), and the Underwriter Distributor (or the Fund), at its expense, shall print and provide a reasonable number of copies of such SAI Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. 3.3 The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The 3.4 If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iiic) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawof Contracts. The Company will reserve the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Company shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with this Section. 3.5 The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Funds are not oppose or interfere 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 solicitation Securities and Exchange Commission’s interpretation of proxies for Fund shares held for such Contract ownersthe 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 copies of the Fund's current prospectus describing the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesowners, and the Company shall bear the expense of printing copies of the FundContract'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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Trust's expense, with as many copies of the FundTrust's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 Trust shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the FundTrust's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Trust's prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together in one document (document; in such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be case at the Fund's or UnderwriterTrust's expense). 3.2. The FundTrust's prospectus shall state that the current Statement statement of Additional Information ("SAI") additional information for the Fund Trust is available, and available from the Underwriter (or or, in the FundTrust's discretion, the Prospectus shall state that such statement is available from the Trust), 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundTrust, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and the Trust shall bear the costs of distributing them to existing Contract ownersowners or participants. 3.4. The Trust hereby notifies the Company that it is appropriate to include in the prospectuses pursuant to which the Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. The To the extent required by law the Company shall: (i1) solicit voting instructions from Contract ownersowners or participants; (ii2) vote the Shares Trust shares held in each Separate Account in accordance with instructions received from Contract ownersowners or participants; and (iii3) vote Shares Trust shares held in each Separate Account for which no timely instructions have been received received, in the same proportion as Shares Trust shares of such portfolio Fund for which instructions have been received, received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act to require requires pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Shares Trust shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and its agents shall Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not oppose to require such meetings) or interfere comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the solicitation 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. 3.7. The Trust and the Underwriter agree to provide the Company all Trust proxies, reports, and prospectuses (including supplements) in HTML, PDF and hard copy in final form no later than 15 calendar days before they must be mailed: Reports - February 13th and August 14th, Prospectuses - April 15th. The Trust will customize prospectuses (including supplements), reports and proxies for Fund shares held for such Contract ownersto include only fund(s) offered in each of the contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the FundTrust's current prospectus as the Company may reasonably request. The Fund Trust or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Trust that will be distributed to existing Contract owners whose contracts are funded by the FundTrust's shares, and the Company shall bear the expense of printing copies of the FundTrust'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 Trust shall provide such documentation (including a final copy of the new prospectus on diskette at the FundTrust's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund Trust is amended) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document (such printing of the FundTrust's prospectus and profiles for existing Contract owners whose contracts are funded by the FundTrust's shares to be at the FundTrust's or Underwriter's expense). 3.2. The FundTrust's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund Trust is available, and the Underwriter (or the FundTrust), 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 Fund Trust shall provide the Company with information regarding the FundTrust's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundTrust, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its it's own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) : solicit voting instructions from Contract owners; (ii) ; vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) and vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus (describing only the Designated Portfolios listed on Schedule B) or, to the extent permitted, the Fund’s profiles as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's ’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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’s expense). 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The To the extent required by Section 12(d)(1)(E)(iii)(aa) of the 1940 Act or Rule 6e-2 or Rule 6e-3(T) thereunder, other applicable law, or by regulatory order, whenever the Fund shall have a meeting of shareholders of any series or class of shares, the Company shall: (i) : • solicit voting instructions from Contract owners; (ii) ; • vote the Shares Fund shares held in each Account at such shareholder meetings in accordance with instructions received from Contract owners; and (iii) • vote Shares Fund shares held in each Account for which no it has not received timely instructions have been received in the same proportion as Shares it votes the applicable series or class of such portfolio Fund shares for which instructions have been received, so long it has received timely instructions; and • vote Fund shares held in its general account in the same proportion as and it votes the applicable series or class of Fund shares held by the Accounts for which it has received timely instructions. Except with respect to matters as to which the extent that Company has the SEC continues to interpret right in connection with Schedule A-1 Contracts under Rule 6e-2 or Rule 6e-3(T) under the 1940 Act Act, to require pass-through vote Fund shares without regard to voting privileges instructions from Contract owners, neither the Company nor any of its affiliates will recommend action in connection with, or oppose or interfere with, the actions of the Fund Board to hold shareholder meetings for variable contract owners the purpose of obtaining approval or to disapproval from shareholders (and, indirectly, from Contract owners) of matters put before the extent otherwise required by lawshareholders. The Company will shall be responsible for assuring that it calculates voting instructions and votes Fund shares at shareholder meetings in a manner consistent with other Participating Insurance Companies. The Fund shall notify the Company of any material changes to the Mixed and Shared Funding Exemptive Order or conditions. Notwithstanding the foregoing, the Company reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter If requested by the Company, the Trust shall provide the Company with as many printed copies of the Fund's current prospectus prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed request to deliver to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companyowners. If requested by the Company in lieu thereof, the Fund Trust shall provide such documentation documents (including a final “camera-ready” copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the new prospectus documents in a format suitable for posting on diskette at the Fund's or Underwriter's expenseCompany’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund's prospectus Trust printed together in one a single document (such printing of or posted on the Fund's prospectus and profiles for existing Contract owners whose contracts are funded Company’s web-site or printed individually by the Fund's shares to Company if it so chooses. The expenses associated with printing and providing such documentation shall be at the Fund's or Underwriter's expense).as set forth in Article V. 3.2. The Fund's Trust’s prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund Trust is available, and the Underwriter (or 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 Fund The Trust shall provide the Company with information regarding the Fund's Trust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior written consent of the Trust, which consent shall not be unreasonably withheld. 3.4. The FundIf and to the extent required by law, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: : (i) solicit voting instructions from Contract contract owners; ; (ii) vote the Shares Trust shares in accordance with the instructions received from Contract contract owners; and and (iii) vote Shares Trust shares for which no instructions have been received in the same proportion as Shares Trust shares of such portfolio share class for which instructions have been received, ; so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Shares Trust shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amendedamended and the complete prospectus is re-filed with the SEC) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter INVESCO shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the FundCompany's current prospectus as the Insurance Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 Insurance Company in lieu thereof, the Fund Company shall provide such documentation (including a final copy of the new prospectus on diskette as set in type at the Fund's or UnderwriterCompany's expense) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Fund Company is amended) to have the prospectus for the Contracts and the FundCompany's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterInsurance Company's expense). 3.2. The FundCompany's prospectus shall state that the current Statement of Additional Information for the Company (the "SAI") for is available from INVESCO (or in the Fund Company's discretion, the Prospectus shall state that the SAI is availableavailable from the Company), and the Underwriter INVESCO (or the FundCompany), at its expense, shall print and provide a reasonable number of copies of such the SAI free of charge to the Insurance Company for itself and for to any owner of a Contract or prospective owner who requests such the SAI. 3.3. Upon the reasonable request of the The Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Insurance Company with copies of its proxy materialmaterial , reports to shareholders, stockholders and other communications to shareholders stockholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.53.4. The If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Shares Company shares in accordance with instructions received from Contract owners; and and (iii) vote Shares Company shares for which no instructions have been received in the same proportion as Shares Company shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.:

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's Funds' current prospectus prospectuses describing only the Classes of the Funds listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesowners, and the Company shall bear the expense of printing copies of the FundContract's prospectus and profiles prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund Underwriter shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus Funds' prospectuses printed together in one document (such printing of the Fund's prospectus and profiles Funds' prospectuses for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense), In the event that Company determines to have the prospectus and/or periodic shareholder reports for the Contracts and the Fund's prospectus and/or periodic reports to shareholders printed together in one document, the Fund, its designee or the Underwriter shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) for those pages that contain the Fund's prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. Company shall use its best efforts to minimize such printing costs. 3.2. The Fund's prospectus Funds' prospectuses shall state that the current Statement Statements of Additional Information ("SAI") for the each Fund is available, and the Underwriter (or the Fund)Underwriter, 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 Fund Underwriter shall provide the Company with information regarding the each Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundUnderwriter, at its or the Underwriter's expense, shall provide the Company with copies of its each Fund's proxy materialmaterials, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio Fund for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account in the same proportion as Shares of such portfolio Fund for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the Fund’s current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's shareswho have allocated Contract value to a Designated Portfolio, and the Company shall bear the expense of printing copies of the Fund's ’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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (document. The expenses of such printing shall be apportioned between (a) the Company and (b) the Fund or its designee in proportion to the number of pages of the Fund's prospectus Contract and profiles for Designated Portfolios’ prospectuses, with the Fund or its designee to contribute a maximum of $5,000 annually in aggregate towards the expenses of printing such a combined document to existing Contract owners whose contracts are funded who have allocated Contract value to a Designated Portfolio. Any additional expenses shall be borne by the Fund's shares Company. Additionally, the Company shall bear all printing expenses of such combined documents where used for distribution to be at the Fund's or Underwriter's expense)prospective purchasers. . 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, at its or consistent with applicable provisions of the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners1940 Act. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere with reserves the solicitation of proxies for right to vote Fund shares held for such Contract ownersin its general account in its own right to the extent permitted by applicable laws.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 ’s shares, and the Company shall bear the expense of printing copies of the Fund's ’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 Underwriter shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's ’s or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's ’s prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's ’s shares to be at the Fund's ’s or Underwriter's ’s expense). 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 Fund Underwriter shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundUnderwriter, at its or the Underwriter's Fund’s expense, shall provide the Company with copies of its the Fund’s proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 3.3 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. 3.4 The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. 3.5 The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company . 3.6 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus or, if requested by the Company, a version of the Fund's prospectus that includes only the Portfolios of the Fund that are used to fund the Company's contracts, as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus (which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of said prospectus as necessary for distribution to existing contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the Fund's prospectus and profiles that are used in connection with offering the Contracts issued to existing contractowners or participants, as required by the Companylaw. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current prospectus set in type or at the new prospectus on request of the Company, as a PDF or diskette in the form sent to the financial printer, at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its proportionate share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI", which term, as used in this Agreement shall include any supplement thereto) for the Fund is availableavailable from the Underwriter (or, in the Fund's discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund)) shall provide such SAI, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAI or, at the Company's expense, to any prospective contractowner or applicant who requests such SAI. 3.3. Upon the reasonable request of the Company, the 3.3 The Fund shall provide the Company with information regarding the Fund's expenses, (including information that is legally required to be included in the prospectus for the Account) 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 Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document or as a stand alone document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide at the Fund's expense, or at the expense of its designee, 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 or in electronic form) and other assistance as reasonably necessary for the Company to print such shareholder communications for distribution to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company’s expense, with as many copies of the Fund's ’s current prospectus (which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably requestrequest for use with prospective contract owners and applicants. The Fund or the Underwriter shall bear print and distribute, at the expense of printing Fund’s or Underwriter’s expense, as many copies of the current said prospectus and profiles as necessary for the Fund that will be distributed distribution to existing Contract contract owners whose contracts are funded or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the prospectus to existing contract owners or participants, as required by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companylaw. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current prospectus set in type or at the new prospectus on request of the Company, as a PDF or diskette in the form sent to the financial printer, at the Fund's or Underwriter's expense) ’s expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's ’s new prospectus printed together in one document (document. In such printing case the Fund shall bear its proportionate share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”, which term, as used in this Agreement shall include any supplement thereto) for the Fund is availableavailable from the Underwriter (or, in the Fund’s discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund)) shall provide such SAI, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAI or, at the Company’s expense, to any prospective contractowner or applicant who requests such SAI. 3.3. Upon the reasonable request of the Company, the The Fund shall provide the Company with information regarding the Fund's ’s expenses, (including information that is legally required to be included in the prospectus for the Account) 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 Fund, at its or the Underwriter's expense, Fund shall provide the Company with copies of its voting instructions, proxy material, if any, reports to shareholders, shareholders and certain other communications to shareholders in such quantity as the Company shall reasonably require require. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of all proxy materials or reports to shareholders) set in type or, at the request of the Company, as a PDF or diskette in the form sent to the financial printer. The Fund shall bear the costs of printing and distributing such documentation to existing contract owners or participants, and for distributing tabulating and reporting associated with Fund proxies (except for costs relating to Contract ownersactivities attributable to the Company). 3.5. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontract owners or participants; (ii) vote the Shares Fund shares held in the Account in accordance with instructions received from Contract ownerscontract owners or participants; and (iii) vote Shares Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company’s contract owners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require “pass-through through” voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies as those procedures are provided to the Company by the adviser. 3.6. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16(a) with respect to periodic elections of directors 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 current prospectus prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Fund as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will , with expenses to be distributed to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule B hereof. If requested by the Company in lieu thereof, the Fund Trust shall provide such documentation documents (including a final print-ready PDF, or an electronic copy of the new prospectus documents in a format suitable for printing and posting on diskette at the Fund's or Underwriter's expenseCompany’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund's prospectus Trust printed together in one a single document (such printing of or posted on the Fund's prospectus and profiles for existing Contract owners whose contracts are funded Company’s web-site or printed individually by the Fund's shares to be at the Fund's or Underwriter's expense)Company if it so chooses. 3.2. The Fund's Trust’s prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund Trust is available, and the Underwriter (or 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 Fund The Trust shall provide the Company with information regarding the Fund's Trust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Trust, which consent shall not be unreasonably withheld. 3.4. The FundPursuant to Rule 30e-3 under the Investment Company Act of 1940 (“Rule 30e-3”), at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require ensure that the following Trust materials are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete Fund holdings from reports containing a summary schedule of investments; and (iv) Fund holdings for distributing most recent first and third fiscal quarters (items (i) through (iv) collectively, the “Required Materials”). To assist the Company in fulfilling its Rule 30e-3 obligations, the Trust shall send a .pdf file of the Required Materials to xxxxxxxxx@xxxxxxxxxxxxx.xxx as soon as practicable after filing with the SEC but no later than five business days before the date each time that the Required Materials are required to be posted by Rule 30e-3.. The Company shall provide a paper notice to Contract owners, fulfill ad hoc requests from Contract owners for a paper copy of any of the Required Materials, and fulfill Contract owner elections to receive future Trust shareholder reports in paper, all as required by Rule 30e-3. Contract owner elections to receive future Trust shareholder reports in paper shall be governed by Section 3.1. Rule 30e-3 expenses shall be borne in accordance with Schedule B hereto. 3.5. The Company shall:shall host and maintain the websites specified in paragraph (j)(1)(iii) of Rule 498A under the 1933 Act (“Rule 498A”), so that the following documents (collectively, “Trust Documents”) are publicly accessible, free of charge, at those websites, in accordance with the conditions set forth in that paragraph, provided that the Trust and Adviser fulfill their obligations herein: (1) summary prospectus for the Funds; (2) statutory prospectus for the Funds; (3) statement of additional information (“SAI”) for the Funds; and (4) most recent annual and semi-annual reports to shareholders (under Rule 30e-1 under the 1940 Act) for the Funds. The Trust shall send a .pdf file of the Trust Documents to xxxxxxxxx@xxxxxxxxxxxxx.xxx as soon as practicable after filing with the SEC but no later than five business days prior to May 1. The Trust shall provide updated versions of the Trust Documents as necessary. Rule 498A expenses shall be borne in accordance with Schedule B hereto. The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. The Trust shall ensure that a summary prospectus is used for each Trust, in accordance with paragraph (j)(1)(ii) of Rule 498A. Upon request by the Company, the Trust shall provide such data regarding each Fund’s expense ratios and investment performance to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Fund expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Contracts (and as otherwise reasonably requested by the Company): (a) the gross “Annual Fund Company Expenses” for each Fund, calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) solicit voting instructions from Contract owners; Instruction 16 to Item 4 of Form N-4, and (ii) vote the Shares in accordance with instructions received from Contract ownersInstruction 4(a) to Item 4 of Form N-6); and (b) the net “Annual Fund Company Expenses” (aka “Total Annual Trust Operating Expenses”) for each Fund, calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4 and (ii) Instruction 4 to Item 17 of Form N-4, and (iii) vote Shares Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which no instructions have been received the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Fund (or Trust); and (c) the “Average Annual Total Returns” for each Fund (before taxes), calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in the same proportion as Shares accordance with (i) Instruction 7 to Item 17 of such portfolio for which instructions have been receivedForm N-4, so and (ii) Instruction 7 to Item 18 of Form N-6). 3.6. So long as as, and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Fund as of the record date to the Trust or its agent in order to permit the Trust to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company will shall also provide such other information to the Trust as is reasonably necessary in order for the Trust to properly tabulate votes for Trust initiated proxies. In the event that the Company chooses this option, the Trust shall be responsible for properly “echo voting” shares of a Fund for which no voting instructions have been received. (b) Solicit voting instructions from Contract owners itself and vote Shares held shares of the Fund in any segregated asset account accordance with instructions received from Contract owners. The Company shall vote the shares of the Funds for its own account which no instructions have been received in the same proportion as Shares shares of such portfolio the Fund for which voting instructions have been received from Contract ownersreceived. 3.7. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by lawapplicable laws. 3.8. If the Trust and the Company agree to distribute Trust summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Trust summary prospectuses. The Company and its agents shall not oppose or interfere parties agree to comply with the solicitation terms included in the attached Schedule C as of proxies for Fund shares held for such Contract ownersthe effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's Trust’s current prospectus describing only the Designated Funds listed on Schedule A as the Company may reasonably request. The Fund Trust or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Trusts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's Trust’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 Trust shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's Trust’s or the Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund Trust is amended) to have the prospectus for the Contracts and the Fund's Trust’s prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's Trust’s or Underwriter's ’s expense). 3.2. The Fund's Trust’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund Trust is available, and the Underwriter (or the FundTrust), 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 Fund The Trust shall provide the Company with information regarding the Fund's Trust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundTrust, at its or the Underwriter's ’s expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Trust shares in accordance with instructions received from Contract owners; and (iii) vote Shares Trust shares for which no instructions have been received in the same proportion as Shares Trust shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Trust shares held in any segregated asset account for its own account in the same proportion as Shares Trust shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Fund calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersTrust may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Underwriter's expense, with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by print, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyany supplements thereto, as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense [Fund cannot provide it as it is a marketing expense, Underwriter will not provide it as that is not our deal], with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such case, the Fund shall bear its share of expenses of printing that portion of the prospectus for the Contracts consisting of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)prospectus. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Shares Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Shares Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors 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 copies of the Fund's Trust’s current prospectus as the Company may reasonably request. The Fund Trust or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund Trust that will be distributed to existing Contract owners whose contracts are funded by the Fund's Trust’s shares, and the Company shall bear the expense of printing copies of the Fund's Trust’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 Trust shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's Trust’s or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund Trust is amended) to have the prospectus for the Contracts and the Fund's Trust’s prospectus printed together in one document (such printing of the Fund's Trust’s prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's Trust’s shares to be at the Fund's Trust’s or Underwriter's ’s expense). 3.2. The Fund's Trust’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund Trust is available, and the Underwriter (or the FundTrust), 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 Fund Trust shall provide the Company with information regarding the Fund's Trust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The FundTrust, at its or the Underwriter's ’s expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its it’s own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus describing the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing and prospective Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's Contract’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 or the Underwriter shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's ’s or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document. In such event, the Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document (such printing layout costs) for those pages that contain the Fund’s prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares . Company shall use best efforts to be at the Fund's or Underwriter's expense)minimize such printing costs. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 Fund or the reasonable request of the Company, the Fund Underwriter shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's ’s expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus and any amendments thereof or supplements thereto as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 such documentation (including a final copy of the new any prospectus on diskette as set in type at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus disclosure document for the Contracts and the Fund's prospectus printed together in one document and delivered to existing and prospective Contract owners (such printing and delivery to be at the Company's expense). It is understood and agreed that the Company is not responsible for the content of the prospectus or statement of additional information (the SAI) for the Fund, except to the extent that statements in the Fund's prospectus or SAI reflect information given to the Fund by the Company. It is also understood and profiles for existing Contract owners whose contracts are funded agreed that, except with respect to information provided to the Company by the Fund's shares to be at , the Underwriter, or the Adviser, the Fund's , the Adviser, and the Underwriter shall not be responsible for the content of the prospectus, SAI, or Underwriter's expense)disclosure statement for the Contracts. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") SAI for the Fund is availableavailable from the Underwriter (or in the Fund's discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the FundFund as permitted by law), at its expense, shall print and provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAI. The Fund will not be responsible for any distribution expenses. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with timely instructions received from Contract owners; and (iii) vote Shares Fund shares for which (a) no timely instructions have been received received, and (b) Fund shares not attributable to Contract owners, in the same proportion as Shares Fund shares of such portfolio for which timely instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for Account in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. The Company shall be responsible for assuring that each of its Separate Accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall 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 oppose or interfere 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 solicitation SEC's interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors 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 copies of the Fund's current prospectus as the Company may reasonably resonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such the current SAI for the Fund 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shallShall: (i) solicit voting instructions from Contract owners;. (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify the substance of such information without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's Funds' current prospectus prospectuses as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus prospectuses and profiles (fact sheets) for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's prospectus Fund prospectuses 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 Funds shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus Funds' prospectuses printed together in one document [(such printing of the Fund's prospectus Funds' prospectuses and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Each Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 Each Fund shall provide the Company with reasonable information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Each Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus or, if requested by the Company, a version of the Fund's prospectus that includes only the Portfolios of the Fund that are used to fund the Company's contracts, as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Shares Fund shares held in an Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Shares Fund shares held in an Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its agent shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new current prospectus on diskette set in type or in camera ready format or in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 with Contract value allocated to a Designated Portfolio who requests such SAI. 3.3. Upon the reasonable request of the Company, the The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such material, reports or other communications in "camera ready" format on diskette. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract ownersowners in that Account; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio Designated Portfolio held by an Account for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order (See Section 7.1) and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus listed on Schedule B as the Company may reasonably request. .The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing and prospective Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the FundCompany'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 Underwriter shall provide such documentation (including a final copy of the new then current prospectus for each Fund on diskette at the Fund's or Underwriter's expense) ), and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing and prospective Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company. Company to provide for itself and for any owner of a Contract who requests such SAI. 3.3. Upon the reasonable request of the Company, the Fund The Underwriter shall provide the Company with information regarding the each Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the UnderwriterUnderwriterat it's expense, shall provide the Company with copies of its copiesof each Fund's proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's ’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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’s expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such the current SAI for the Fund 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 The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will , with expenses to be distributed to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of the new prospectus on diskette at the Fund's or Underwriter's expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Fund printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)document. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the current Statement of Additional Information ("“SAI"’) for the Fund is availablebe distributed to all Contract owners, and the Underwriter (or then the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to Distributor and/or 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materialmaterials, reports to shareholders, shareholders and other communications 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. 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 If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Shares Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Shares Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Shares of such portfolio Portfolio shares for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will owners; and (d) vote Shares Portfolio shares held in any segregated asset its general account for its own account or otherwise in the same proportion as Shares of such portfolio Portfolio shares for which voting instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and its agents shall not oppose agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or interfere amendments of the Mixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the solicitation SEC’s interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesowners, and the Company shall bear the expense of printing copies of the Fund's ’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 such documentation (including a final copy of the new prospectus on diskette at the Fund's ’s or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amendedamended and the complete prospectus is re-filed with the SEC) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's ’s prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's ’s or Underwriter's ’s expense). 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's ’s expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Subject to Section 6.1 and the Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus Prospectuses as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current summary prospectus and profiles statutory prospectus, if requested by Contract owners, for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles ’s Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereofthereof or if required by applicable law or applicable guidance from the SEC or SEC staff,, the Fund shall provide such documentation (including a final copy of the new Fund’s summary and/or statutory prospectus on diskette in electronic format at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s summary prospectus printed bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act and any applicable guidance from the SEC or SEC staff (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’s expense). As required by, and in accordance with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Company shall: (1) deliver the Fund’s summary prospectus to existing Contract owners and potential investors, and (2) adhere to any applicable binding requirements regarding the summary prospectus. Within [five?] business days after receipt of a request from the Fund, the Company shall provide the Fund with a toll free (or collect) telephone number and email address to be disclosed in the Fund’s summary prospectus in accordance with applicable law. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such the current SAI for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. Upon the reasonable Within three (3) business days of receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the Company1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electroinc requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above, 3.4. The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.43.5. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Company shall deliver such documents to Contract owners in accordance with applicable laws. 3.53.6. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.7. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Distributor shall provide the Company with as many printed copies of the Trust’s current prospectus, Statement of Additional Information, proxy statements, annual reports and semi annual reports of each Fund listed on Schedule A (and no other Fund's current prospectus ), and any supplements or amendments to any of the foregoing, as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 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 thereofof the foregoing printed documents, the Fund Trust shall provide such documentation (including documents in camera-ready film or an electronic file in a final copy of format acceptable to the new prospectus on diskette at the Fund's or Underwriter's expense) Company, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus prospectus(es) for the Contracts Contracts, and the Fund's prospectus Trust’s prospectus, printed together in one document (Alternatively, the Company may print the Trust’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. In such event, the Trust shall bear its pro rata share of printing expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners. The cost of such documents shall be allocated in accordance with Schedule E attached to this Agreement. The Company agrees to provide the Trust or its designee with such information as may be reasonably requested by the Trust to assure that die 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 Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)Contracts. 3.2. The Fund's Trust’s prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund Trust is available, and available from the Underwriter Distributor or the Company (or in the FundTrust’s discretion, the Prospectus shall state that such Statement is available from the Trust), 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 CompanyAt its expense, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, Trust shall provide the Company with copies of its the Trust’s proxy material, reports to shareholders, and other communications statements to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. Such delivery may be accomplished through electronic means subject to the standards prescribed by the SEC. 3.53.4. The If and to the extent required by law the Company shall: (i) distribute proxy materials applicable to the Funds to eligible Contract owners; (ii) solicit voting instructions from Contract owners; (iiiii) vote the Shares Trust shares in accordance with instructions received from Contract owners; and (iiiiv) vote Shares Trust shares for which no instructions have been received in a particular separate account in the same proportion as Shares Trust shares of such portfolio Fund for which instructions have been receivedreceived in that separate account, so long as and to the extent that the SEC SBC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Shares Trust shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. 3.5. The Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges as required by the Shared Exemptive Order and its agents shall consistent with any reasonable standards the Trust may adopt. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not oppose or interfere 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 Trust will act in accordance with the solicitation SBC’s interpretation of proxies the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7. 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 Fund 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 held for such Contract ownersof the Funds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type (including an 8 1/2" x 11" camera ready copy) at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, (a) shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and (b) shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract ownerscontractowners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably requestrequest for delivery to existing Contract owners. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of printing copies of the Fund's ’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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's Company’s expense). 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and its agents shall not oppose or interfere consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter INVESCO shall provide the Insurance Company (at INVESCO's expense) with as many copies of the FundCompany's current prospectus as the Insurance Company may reasonably requestrequest for distribution, at the Insurance Company's expense, to prospective Contract owners and applicants. The Fund or Company will provide, at the Underwriter shall bear the expense of printing Company's expense, as many copies of said prospectus as necessary for distribution, at the current prospectus and profiles for the Fund that will be distributed Company's expense, to existing Contract owners whose contracts Contract values are funded by invested in the Fund's shares, Company. INVESCO (or the Company) will provide the copies of said prospectus to the Insurance Company or to its mailing agent. The Insurance Company will distribute the prospectus to existing Contract owners and will xxxx the Company shall bear for the expense reasonable cost of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Companysuch distribution. If requested by the Insurance Company in lieu thereof, the Fund Company shall provide such documentation (including a final copy of the new prospectus on diskette as set in type at the Fund's or UnderwriterCompany's expense) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Fund Company is amended) to have the Company's prospectus for and the prospectuses of other mutual funds in which assets attributable to the Contracts and the Fund's prospectus may be invested printed together in one document (such printing document, in which case the Company or INVESCO will bear its reasonable share of expenses as described above, allocated based on the proportionate number of pages of the FundCompany's prospectus and profiles for existing Contract owners whose contracts are funded by other funds' respective portions of the Fund's shares to be at the Fund's or Underwriter's expense)document. 3.2. The FundCompany's prospectus shall state that the current Statement of Additional Information for the Company (the "SAI") for is available from INVESCO (or in the Fund Company's discretion, the Prospectus shall state that the SAI is availableavailable from the Company), and INVESCO, at its expense, shall print and provide the Underwriter SAI free of charge to the Insurance Company for distribution, at INVESCO's expense, to prospective Contract owners and applicants. The Company will provide, at the Company's expense, as many copies of said SAI as necessary for distribution, at the Company's expense, to any existing Contract owner whose Contract values are invested in the Company who requests such SAI or whenever state or federal law otherwise requires that such SAI be provided. INVESCO (or the Fund)Company) will provide the copies of said SAI to the Insurance Company or to its mailing agent. The Insurance Company will distribute the SAI as requested or required and will xxxx the Company or INVESCO for the reasonable cost of such distribution. 3.3. The Company, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Insurance Company for itself and for any owner of a Contract who requests such SAI. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company mailing agent with copies of its proxy material, reports to shareholders, stockholders and other communications to shareholders stockholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. The Insurance Company will distribute this proxy material, reports and other communications to existing Contract owners and tabulate the votes and will xxxx the Company for the reasonable cost of such distribution and tabulation. 3.53.4. The If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Company shares in accordance with instructions received from Contract owners; and (iii) vote Shares Company shares for which no instructions have been received in the same proportion as Shares Company shares of such portfolio for which instructions have been received, : so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Insurance Company will reserves the right to vote Shares Company shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Company calculates voting privileges in a manner consistent with the standards agreed to by the parties, which standards will also be consistent with those of the other Participating Insurance Companies. The Insurance Company shall fulfill its obligations under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular the Company will either provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not oppose or interfere to require such meetings) or, as the Company currently intends, comply with Section 16(c) of the 1940 Act (although the Company is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Company will act in accordance with the solicitation Commission's interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its agent shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new current prospectus on diskette set in type or in camera ready format or in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)document. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 with Contract value allocated to a Designated Portfolio who requests such SAI. 3.3. Upon the reasonable request of the Company, the The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such material, reports or other communications in "camera ready" format on diskette. The Company may request customized reports to shareholders, but such customized reports shall only be provided at the Company's expense. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract ownersowners in that Account; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio Designated Portfolio held by an Account for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order (See Section 7.1) and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its designee shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company Fund shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement statement of Additional Information additional information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and; (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received; and (iv) vote Fund shares it owns in the same proportion as those shares for which it has received voting instructions, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolios printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. 3.3 The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. 3.4 The Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus describing only those Portfolios set forth on Schedule 2, as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus describing only those Portfolios set forth on diskette Schedule 2, set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document, in such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contract owner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contract owners or participants. 3.53.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontract owners or participants; (ii) vote the Shares Fund shares held in the Account in accordance with instructions received from Contract ownerscontract owners or participants; and (iii) vote Shares Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Shares Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contract owners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Shares Fund shares held in any segregated asset account for in its own account in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract ownersright, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Exemptive Order. 3.5. The Company Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and its agents shall in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not oppose or interfere 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 solicitation SEC interpretation of proxies for Fund shares held for such Contract ownersthe requirements of Section 16 (a) with respect to periodic elections of directors 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 copies of the Fund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesowners, and the Company shall bear the expense of 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 or the Underwriter shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense but for all other purposes to be at the Company's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 Fund or the reasonable request of the Company, the Fund Underwriter shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's ’s current prospectus describing the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of 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 sharesowners, and the Company shall bear the expense of printing copies of the Fund's Contract prospectus and profiles that are used in connection with offering the Contracts issued by the Company. The Underwriter further agrees to provide the Company, at the Underwriter’s expense, with as many copies of the Fund prospectuses as the Company may reasonably request for distribution to prospective Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's ’s or Underwriter's ’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's ’s prospectus printed together in one document (such printing of the Fund's ’s prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's ’s or Underwriter's ’s expense). In the event that Company determines to have the prospectus and/or periodic shareholder reports for the Contracts and the Fund’s prospectus and/or periodic reports to shareholders printed together in one document the Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) for those pages that contain the Funds’ prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. 3.2. The Fund's ’s prospectus shall state that the current Statement of Additional Information ("“SAI"”) for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's ’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's ’s expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many copies of the Fund's current prospectus or, if requested by the Company, a version of the Fund's prospectus that includes only the Portfolios of the Fund that are used to fund the Company's contracts, as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus print and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by distribute, at the Fund's sharesor Underwriter's expense, and the Company shall bear the expense of printing as many copies of the Fund's said prospectus and profiles that are used in connection with offering the Contracts issued by the Companyas necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new a current prospectus on diskette set in type at the Fund's or Underwriter's expense) expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document (document. In such printing case the Fund shall bear its share of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense)expenses as described above. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself Company-and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders, shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract ownersexisting contractowners or participants. 3.53.4. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as If and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The law the Company will vote Shares held in any segregated asset account for its own account 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. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners.shall:

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus as the Company may reasonably request. The Fund or the Underwriter Company shall bear the expense of printing copies of the current prospectus and profiles for the Fund Contracts that will be distributed to existing Contract owners whose contracts are funded by the Fund's sharesowners, and the Company shall bear the expense of 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 such documentation (including a final copy of the new prospectus on diskette in electronic format at the Fund's or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or UnderwriterCompany's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or 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 The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the Underwriter's expenseexpense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract ownersowners and pay for mailing costs associated with the Company soliciting proxy votes as required in Section 3.5 below. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares Fund shares in accordance with instructions received from Contract owners; and (iii) vote Shares Fund shares for which no instructions have been received in the same proportion as Shares Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Shares Fund shares held in any segregated asset account for its own account in the same proportion as Shares Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. The Company Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and its agents shall not oppose or interfere Shared Funding Exemptive Order and consistent with any reasonable standards that the solicitation of proxies for Fund shares held for such Contract ownersmay adopt and provide in writing.