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

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust shall provide the Company with such documentation (including a sufficient quantity camera-ready copy of its prospectus, SAI ) and any supplements to any of these materials other assistance as is reasonably necessary in order for the Company once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany's expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus Prospectus shall state that the SAI Statement of Additional Information for the Trust is available 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 Trust Underwriter (or the Trust), at its expense, shall print and provide the SAI such Statement free of charge to the Company and to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companysuch Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rulesowners, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents such distribution to be sent within three (3) business days from at the date expense of requestthe Company. 3.4. 3.4 The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. 3.5 The Trust will comply with all applicable 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 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 Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.14.1. The Trust Distributor shall provide the Company with a sufficient quantity as many printed copies of its the current prospectus, SAI and any supplements to any current Statement of these materials once each year Additional Information (or more frequently if these materials are amended"SAI"), to be used in connection with the offerings supplements, proxy statements, and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity annual or semi-annual reports of its proxy materials that are required to be sent each Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or participants. In lieu an electronic copy of the Trust providing documents in a format suitable for posting on the Company's web-site, all as the Company with printed copies of its prospectusmay reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAISAIs, supplements and proxy materials, annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company's web-site or printed individually by the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2if it so chooses. The Trustexpenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that the current SAI for the Trust Fund is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companyavailable. 3.34.3. The Trust, at its expense, Distributor shall provide the Company with copies information regarding each Fund's expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders, proxy material and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in such quantity as the Company shall reasonably require for distribution to the Contract owners or participantsform provided. The Company shall respond provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to requests for documents regarding modify the Trust information, and agrees that it may not modify such information in a manner that is any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 4.4. The Distributor 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, consistent with SEC rules, including, but not limited to, Item 1(b) applicable provisions of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request1940 Act. 3.44.5. So long as, and to the extent 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 shall provide a list of Contract owners with value allocated to a Designated 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 vote all Trust shares also provide such other information to the Fund as required by law and is reasonably necessary in order for the Mixed and Shared Funding Exemptive OrderFund to properly tabulate votes for Fund initiated proxies. The Company reserves the right to vote Trust Fund shares held in any separate its general account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Orderapplicable laws. 4.6. The Company shall be responsible for assuring represents and warrants that each of its separate accounts participating in the Trust calculates voting privileges in event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a manner consistent prospectus is supplemented at any time, the Company will promptly post such supplement with all legal requirements and the Mixed and Shared Funding Exemptive Orderprospectus. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust shall provide the Company with such documentation (including a sufficient quantity camera-ready copy of its prospectus, SAI ) and any supplements to any of these materials other assistance as is reasonably necessary in order for the Company once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany's expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus Prospectus shall state that the SAI Statement of Additional Information for the Trust is available 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 Trust Underwriter (or the Trust), at its expense, shall print and provide the SAI such Statement free of charge to the Company and to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companysuch Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond owners, such distribution to requests for documents regarding be at the expense of the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) the case of Form N-1A, which requires requested documents to be sent within three (3) business days from proxy material and at the date expense of requestthe Company in the case of shareholder reports. 3.4. 3.4 The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. 3.5 The Trust will comply with all applicable 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 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 Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. 3.6 The Trust and the Underwriter agree to use their best efforts 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. Trust will customize prospectuses (including supplements) to include only funds offered in the Company's products.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with such documentation (including a sufficient quantity camera-ready copy of its prospectus, SAI ) and any supplements to any of these materials other assistance as is reasonably necessary in order for the Company once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany's expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI Statement of Additional Information ("SAI") for the Trust is available from the TrustCompany, and the Trust Company shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participantsowners. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's ’s prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's ’s own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust shall provide the Company with such documentation (including a sufficient quantity camera-ready copy of its prospectus, SAI ) and any supplements to any of these materials other assistance as is reasonably necessary in order for the Company once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany's expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus Prospectus shall state that the SAI Statement of Additional Information for the Trust is available 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 Trust Underwriter (or the Trust), at its expense, shall print and provide the SAI such Statement free of charge to the Company and to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companysuch Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond owners, such distribution to requests for documents regarding be at the expense of the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) the case of Form N-1A, which requires requested documents to be sent within three (3) business days from proxy material and at the date expense of requestthe Company in the case of shareholder reports. 3.4. 3.4 The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. 3.5 The Trust will comply with all applicable 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 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 Securities and Exchange Commission's (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. 3.6 The Trust and the Underwriter agree to use their best efforts 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. Trust will customize prospectuses (including supplements) to include only funds offered in the Company's products.

Prospectuses and Proxy Statements; Voting. 3.1. The At its expense, the Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Separate Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. In this case, the Company shall be responsible for the expense of printing such documents. 3.2. The Trust's ’s prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to the Company with as many copies of the SAI as reasonably requested by the Company, or such materials in an electronic format (camera-ready copy). 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all the Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote the Trust shares held in any separate account in each Company's ’s own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(bl(b) of Form N-1AN-lA, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all the Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote the Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity as many printed copies of its the current prospectus, SAI and any supplements to any current Statement of these materials once each year Additional Information (or more frequently if these materials are amended"SAI"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio (for distribution to be used Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in connection with the offerings and transactions contemplated by this Agreement. In additionlieu thereof, the Trust shall provide such documents (including a "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 documents in a format suitable for posting on the Company's website, all as the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing may reasonably request) and such other assistance as is reasonably necessary in order for the Company with printed copies of its prospectusto have prospectuses, SAISAIs, supplements and proxy materials, annual or semi-annual reports for the Contracts and the Trust printed together in a single document or posted on the Company's web-site or printed individually by the Company if it so chooses. The expenses associated with printing and providing such documentation shall have the right to request that the Trust transmit a copy of such materials be as set forth in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants.Article V. 3.2. The Trust's prospectus shall state that the current SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companyavailable. 3.3. The Trust, at its expense, Trust shall provide the Company with copies information regarding the Trust's expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders, proxy material and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in such quantity as the Company shall reasonably require for distribution to the Contract owners or participantsform provided. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) provide prior written notice of Form N-1Aany proposed modification of such information, which requires requested documents 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 sent within three (3) business days from the date of requestunreasonably withheld. 3.4. The Trust 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 Trust, consistent with applicable provisions of the 1940 Act. 3.5. So long as, and to the extent 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 shall vote all provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Trust shares or its agent in order to facilitate the Trust's solicitation of voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Trust as required by law and is reasonably necessary in order for the Mixed and Shared Funding Exemptive OrderTrust to properly tabulate votes for Trust initiated proxies. The Company reserves the right to vote Trust shares held in any separate its general account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Orderapplicable laws. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust shall provide such documentation (including a final copy of its prospectus as set in type at the Trust's expense) and other assistance as is reasonably necessary in order for the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust's prospectus printed together in one document (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany's expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus shall state that the SAI Statement of Additional Information for the Trust is available 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 Trust Underwriter (or the Trust), at its expense, shall print and provide the SAI such Statement free of charge to the Company and to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companysuch Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material reports to shareholders, proxy material stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require for distribution distributing to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of requestowners. 3.4. 3.4 The Company shall vote all Trust shares as required by law and the Mixed and the, Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate segregated asset account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Orderrequirements. 3.5. 3.5 The Trust will comply with all applicable 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 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 Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders. Sales Material and Information Without limiting the scope or effect of Section 4.2 hereof, the Company shall furnish, or shall cause to be furnished, to the Distributor each piece of sales literature or other promotional material (as defined hereafter) in which the Trust, its investment adviser or the Distributor is named at least 15 days prior to its use. No such material shall be used if the Distributor objects to such use within five (5) Business Days after receipt of such material. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for Trust shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in annual or semi-annual reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or its designee or by the Distributor, except with the written permission of the Trust or the Distributor or the designee of either or as is required by law. The Distributor or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Distributor in which the Company and/or the Company's Account is named at least 15 days prior to its use. No such material shall be used if the Company or its designee object to such use within five (5) Business Days after receipt of such material. Neither the Trust nor the Distributor shall give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners or participants, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company or as is required by law. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e. any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all registered representatives.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.23.1. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.33.2. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.43.3. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.53.4. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust shall provide the Company with such documentation (including a sufficient quantity camera ready copy of its prospectus, SAI ) and any supplements to any of these materials other assistance as is reasonably necessary in order for the Company once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany's expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus Prospectus shall state that the SAI Statement of Additional Information for the Trust is available 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 Trust Underwriter (or the Trust), at its expense, shall print and provide the SAI such Statement free of charge to the Company and to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companysuch Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications Communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rulesowners, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents such distribution to be sent within three (3) business days from at the date expense of requestthe Company. 3.4. 3.4 The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. 3.5 The Trust will comply with all applicable 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 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 Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's ’s prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's ’s own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust shall provide the Company with such documentation (including a sufficient quantity camera-ready copy of its prospectus, SAI ) and any supplements to any of these materials other assistance as is reasonably necessary in order for the Company once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust’s prospectus printed together in one or more documents (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany’s expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus ’s Prospectus shall state that the SAI Statement of Additional Information for the Trust is available 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 Trust Underwriter (or the Trust), at its expense, shall print and provide the SAI such Statement free of charge to the Company and to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companysuch Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rulesowners, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents such distribution to be sent within three (3) business days from at the date expense of requestthe Company. 3.4. 3.4 The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. 3.5 The Trust will comply with all applicable 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 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 Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1AN-1 A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order.in 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust shall provide the Company with such documentation (including a sufficient quantity camera-ready copy of its prospectus, SAI ) and any supplements to any of these materials other assistance as is reasonably necessary in order for the Company once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany's expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus Prospectus shall state that the SAI Statement of Additional Information for the Trust is available 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 Trust Underwriter (or the Trust), at its expense, shall print and provide the SAI such Statement free of charge to the Company and to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companysuch Statement. 3.3. 3.3 The Trust, at its expense, . shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rulesowners, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents such distribution to be sent within three (3) business days from at the date expense of requestthe Company. 3.4. 3.4 The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. 3.5 The Trust will comply with all applicable 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 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 Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the Trust’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many copies of the Trust’s current Prospectuses as the Company may reasonably request. The Trust shall bear the expenses of printing copies of the Trust’s Prospectuses: (i) if requested by Contract owners, for the Contracts that will be distributed to existing Contract owners and (ii) that are used in connection with offering the Contracts issued by the Company. As required by, and in accordance with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Company represents and warrants that it, at the Trust’s expense, shall deliver the Trust’s summary prospectus, if used, to existing Contract owners and potential investors in a manner that satisfies all applicable legal requirements. 3.2. The Distributor (or the Trust), at its expense and upon request of the Company, shall provide an electronic copy of the current SAI for the Trust free of charge to the Company for itself and so that the Company can print and deliver the SAI to any owner of a Contract who requests such SAI. 3.3. Within three (3) Business Days of receiving a request for a paper copy or an electronic copy of a Trust 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 1940 Act (“Trust Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Trust 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 electronic requests. The Company shall deliver the most current version of the Trust Document that it has received from the Trust pursuant to Section 3.1 above. 3.4. The Trust shall provide the Company with information regarding the Trust’s expenses, which information may include a sufficient quantity table of its prospectusfees 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, SAI 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 supplements way without the prior consent of the Trust. 3.5. The Trust hereby grants to any the Company a non-exclusive, worldwide, royalty-free license for the duration of these materials once each year (or more frequently if these materials are amended), the Agreement to be used in connection with create a hyperlink from the offerings and transactions contemplated by this AgreementCompany's website to the Trust's website. In additionNotwithstanding the foregoing, the Trust shall be and remain solely responsible for ensuring that the statutory prospectuses, the summary prospectuses and other documents for the Designated Series, comply with Rule 498 and any applicable guidance received from the SEC or from the SEC staff thereunder. 3.6. The Trust at its expense, or at the expense of its designee, shall notify the Company of any intended proxy and provide the Company with a sufficient quantity copies of its proxy materials that are required to be sent material in such quantity as the Company shall reasonably require. The Trust, on behalf of the Company, shall deliver such documents to Contract owners or participants. In lieu of the Trust providing the Company in accordance with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participantsapplicable laws. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.33.7. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the shall: (i) solicit voting instructions from Contract owners or participants. The Company shall respond eligible to requests for documents regarding vote on a matter; (ii) vote the Trust shares in a manner that is consistent accordance with SEC rules, including, but not limited to, Item 1(binstructions received from such Contract owners; and (iii) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held of Contract owners eligible to vote for which no instructions have been received in any separate account in each Company's own rightthe same proportion as Trust shares of Contract owners eligible to vote on such matter for which instructions have been received, so long as and to the extent permitted by law and that the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of SEC continues to interpret the 1940 Act requiring and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by shareholderslaw.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust shall provide the Company with such documentation (including a sufficient quantity camera-ready copy of its prospectus, SAI ) and any supplements to any of these materials other assistance as reasonably necessary in order for the Company once each year (or more frequently if these materials are the prospectus for the Trust is amended), ) to have the prospectus for the Contracts and the Trust’s prospectus printed together in one or more documents (such printing to be used in connection with at the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copyCompany’s expense), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus ’s Prospectus shall state that the SAI Statement of Additional Information for the Trust is available 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 Trust Underwriter (or the Trust), at its expense, shall print and provide the SAI such Statement free of charge to the Company and to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Companysuch Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rulesowners, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents such distribution to be sent within three (3) business days from at the date expense of requestthe Company. 3.4. The Company 3.4 Each Insurance Subsidiary shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company Each Insurance Subsidiary reserves the right to vote Trust shares held in any separate account in each Company's its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The Company shall be responsible for assuring that each of its separate accounts Account participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order. 3.5. 3.5 The Trust will comply with will all applicable 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 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 Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, . SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(bl(b) of Form N-1AN-lA, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The At its expense, the Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Separate Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. In this case, the Company shall be responsible for the expense of printing such documents. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to the Company with as many copies of the SAI as reasonably requested by the Company, or such materials in an electronic format (camera-ready copy). 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all the Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote the Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.the

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the Trust’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many copies of the Trust’s current Prospectuses as the Company may reasonably request. The Trust shall bear the expenses of printing copies of the Trust’s Prospectuses: (i) if requested by Contract owners, for the Contracts that will be distributed to existing Contract owners and (ii) that are used in connection with offering the Contracts issued by the Company. As required by, and in accordance with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Company represents and warrants that it, at the Trust’s expense, shall deliver the Trust’s summary prospectus, if used, to existing Contract owners and potential investors in a manner that satisfies all applicable legal requirements. 3.2. The Distributor (or the Trust), at its expense and upon request of the Company, shall provide an electronic copy of the current SAI for the Trust free of charge to the Company for itself and so that the Company can print and deliver the SAI to any owner of a Contract who requests such SAI. 3.3. Within three (3) Business Days of receiving a request for a paper copy or an electronic copy of a Trust 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 1940 Act (“Trust Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Trust 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 electronic requests. The Company shall deliver the most current version of the Trust Document that it has received from the Trust pursuant to Section 3.1 above. 3.4. The Trust shall provide the Company with information regarding the Trust’s expenses, which information may include a sufficient quantity table of its prospectusfees 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, SAI 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 supplements way without the prior consent of the Trust. 3.5. The Trust hereby grants to any the Company a non-exclusive, worldwide, royalty-free license for the duration of these materials once each year (or more frequently if these materials are amended), the Agreement to be used in connection with create a hyperlink from the offerings and transactions contemplated by this AgreementCompany’s website to the Trust’s website. In additionNotwithstanding the foregoing, the Trust shall be and remain solely responsible for ensuring that the statutory prospectuses, the summary prospectuses and other documents for the Designated Series, comply with Rule 498 and any applicable guidance received from the SEC or from the SEC staff thereunder. 3.6. The Trust at its expense, or at the expense of its designee, shall notify the Company of any intended proxy and provide the Company with a sufficient quantity copies of its proxy materials that are required to be sent material in such quantity as the Company shall reasonably require. The Trust, on behalf of the Company, shall deliver such documents to Contract owners or participants. In lieu of the Trust providing the Company in accordance with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participantsapplicable laws. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.33.7. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the shall: (i) solicit voting instructions from Contract owners or participants. The Company shall respond eligible to requests for documents regarding vote on a matter; (ii) vote the Trust shares in a manner that is consistent accordance with SEC rules, including, but not limited to, Item 1(binstructions received from such Contract owners; and (iii) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held of Contract owners eligible to vote for which no instructions have been received in any separate account in each Company's own rightthe same proportion as Trust shares of Contract owners eligible to vote on such matter for which instructions have been received, so long as and to the extent permitted by law and that the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of SEC continues to interpret the 1940 Act requiring and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by shareholderslaw.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(bl(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's ’s prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all the Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote the Trust shares held in any separate account in each Company's ’s own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request.is 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials ,of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection connection, with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(bl(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The 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 Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.