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

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement applicable Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the such Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the applicable Fund’s summary prospectuses and statutory prospectuses Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the applicable Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF electronic format at the such Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the such Fund is amended) to have the prospectus for the Contracts and the such Fund’s summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Act (such printing to be at the Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SECexpense). The Company shall deliver the any summary prospectus and/or statutory prospectus prospectuses to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittednot circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, but not required, to post a copy of except in the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply latter case with the requirements of Rule 498appropriate supplements. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the applicable Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the such Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The applicable Fund shall provide the Company with information regarding the such Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the applicable Fund. 3.53.4. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The applicable Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their separate accounts Account participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the applicable Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and At least annually, the parties’ agreement to use Distributor shall provide the Company with as many printed copies of the Fund Prospectus or the Fund’s then current summary prospectuses, prospectus (as such term is defined in Rule 498 under the 1933 ActAct or any successor provision) (“Fund Summary Prospectus”), and any supplements thereto, for each Designated Portfolio as the Company may reasonably request for distribution to Contract owners. If requested by the Company, the Underwriter Fund or Distributor shall provide the Company with as many printed copies such documentation (including a camera-ready copy of the Fund’s current summary and statutory prospectuses Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (and supplements theretoin print ready PDF format) of the documents, all as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is such prospectuses are amended) to have the prospectus for Fund Prospectus or Fund Summary Prospectus printed, as the Contracts and case may be, to the Fund’s summary prospectus bound together in one document in accordance with extent permitted by applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 law or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Company. The Company Expenses associated with providing such documentation shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and be allocated in accordance withwith Schedule C hereto. Notwithstanding anything herein to the contrary, Rule 498 and all other applicable lawsthe delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best commercially reasonable efforts to provide the Fund’s summary prospectuses Fund Summary Prospectuses and statutory prospectuses Fund Prospectuses (which only includes the Fund portfolios Designated Portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other a specified date as mutually agreed upon by the Fund or its agent and the Company. (ai) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (bii) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web sitewebsite. The Fund documents posted on the Company web site website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site website and fully comply with the requirements of Rule 498. 3.2. Subject If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund or Distributor, as such term is defined in Rule 498 under the 1933 Actappropriate, the Underwriter shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as many the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s current statutory prospectuses (proxy material, reports to shareholders, and supplements theretoother communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by require to permit timely distribution thereof to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Company, the Fund or Distributor shall provide an electronic copy of such documentation (including in a final copy format suitable for posting on an Internet website maintained by or on behalf of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursementsforegoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shall reasonably require for distributing to Contract owners, with expenses to be borne in accordance with Schedule C hereto. 3.4. The If and to the extent required by law and the Mixed and Shared Funding Exemptive Order, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio(s) shares held in the Account in accordance with instructions timely received from Contract owners; and (iii) vote Fund Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund shares held in its general account and in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.8. (iv) assure that each of its separate accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Fund for this purpose. 3.5. The Company shall be responsible for assuring that each of their separate accounts it’s Accounts participating in a Designated Portfolio calculates voting privileges as required by in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt adopt, provided, however, the Company shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in writingSection 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and At least annually, the parties’ agreement to use Distributor shall provide the Company with as many printed copies of the Fund Prospectus or the Fund’s then current summary prospectuses, prospectus (as such term is defined in Rule 498 under the 1933 ActAct or any successor provision) (“Fund Summary Prospectus”), and any supplements thereto, for each Designated Portfolio as the Company may reasonably request for distribution to Contract owners. If requested by the Company, the Underwriter Distributor shall provide the Company with as many printed copies such documentation (including a camera-ready copy of the Fund’s current summary and statutory prospectuses Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (and supplements theretoin print ready PDF format) of the documents, all as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is such prospectuses are amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Prospectus or Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under Summary Prospectus printed, as the Contracts in accordance with Rule 498 case may be, to the extent permitted by applicable law or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Company. Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. Notwithstanding anything herein to the contrary, the delivery or use of Fund Summary Prospectuses shall be in American Century’s sole discretion. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund Distributor shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios Designated Portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other a specified date as mutually agreed upon by the Fund or its agent and the Company. (ai) The Fund American Century shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (bii) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web sitewebsite. The Fund documents posted on the Company web site website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund American Century shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site website and fully comply with the requirements of Rule 498. 3.2. Subject If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as many the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Distributor shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Distributor shall use its best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s current statutory prospectuses (proxy material, reports to stockholders, and supplements theretoother communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by require to permit timely distribution thereof to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Company, the Fund Distributor shall provide an electronic copy of such documentation (including in a final copy format suitable for posting on an Internet website maintained by or on behalf of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursementsforegoing, the Fund American Century may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7(i) The Distributor shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shall reasonably require for distributing to Contract owners, with expenses to be borne in accordance with Schedule C hereto. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Fund Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund shares held in its general account and in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense expenses of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, Fund’s Prospectuses: (i) if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postageii) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund shall provide an electronic copy of such documentation (including a final copy of the new Fund’s summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable lawlaw and regulation, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company’s expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as As required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the SEC or SEC staff, the Company represents and warrants that it shall: (1) deliver the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittedprospectus, but not requiredif used, to post existing Contract owners and potential investors in a copy of manner that satisfies all applicable legal requirements, and (2) adhere to any applicable binding requirements regarding the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498prospectus. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter Distributor (or the Fund), at its expenseexpense and upon request of the Company, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for 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 Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide Fund hereby grants to the Company with printed copies a non-exclusive, worldwide, royalty-free license for the duration of Fund annual and semi-annual reports (in addition the Agreement to an electronic copy in print ready PDF format) in such quantity as create a hyperlink from the Company shall reasonable require for distributing Company’s website to Contract ownersthe Fund’s website. The Notwithstanding the foregoing, the Fund shall reimburse be and remain solely responsible for ensuring that the Company statutory prospectuses, the summary prospectuses and other documents for costs incurred by the Company in connection Designated Portfolios, comply with delivery (including postage) of Rule 498 and any applicable guidance received from the Fund annual and semi-annual reportsSEC or from the SEC staff thereunder. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund Company shall reimburse the Company for usual, customary and reasonable costs incurred by the Company deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersapplicable laws. 3.7. The Company shall: (i) solicit voting instructions from Contract ownersowners eligible to vote on a matter; (ii) vote the Fund shares in accordance with instructions received from such Contract owners; and (iii) vote Fund shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Fund shares of Contract owners eligible to vote on such portfolio matter for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter The Distributor shall provide the Company with as many printed copies of the Fund’s Trust's current summary prospectus and statutory prospectuses Statement of Additional Information (and supplements theretodescribing only the designated Funds listed on Schedule A) or, to the extent existing, the Trust's profiles as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Trust shall provide camera-ready film or an electronic copy file in a format acceptable to the Company containing the Trust's prospectus and Statement of Additional Information, and such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus and/or Statement of Additional Information for the Fund Trust is amendedamended during the year) to have the prospectus for the Contracts and the Fund’s summary Trust's prospectus bound printed together in one document document, and to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in accordance one document. Alternatively, the Company may print the Trust's prospectus and/or its Statement of Additional Information in combination with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary other fund companies' prospectuses and statutory prospectuses statements of additional information. In such event, the Trust shall bear its pro rata share of printing expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for other investment options printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners following three sentences, all expenses of printing and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary distributing Trust prospectuses and statutory prospectuses (which only includes Statements of Additional Information shall be the Fund portfolios offered by expense of the Company) . For prospectuses and full SAI by April 15th Statements of each year. Such materials will be Additional Information provided by the Fund or Company to its agent existing owners of Contracts in order to the Company no later than April 21st each year or some other date update disclosure annually as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed required by the Fund’s web site and fully comply with 1933 Act and/or the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 1940 Act, the Underwriter cost of printing shall provide be borne by the Trust. If the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed chooses to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company receive camera-ready film or an electronic file in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Trust's prospectus, the Fund shall provide Trust will reimburse the Company in an electronic copy amount equal to the product of A and B where A is the number of such documentation (including a final copy prospectuses distributed to owners of the new statutory prospectus in PDF format at Contracts, and B is the Fund’s expense) Trust's per unit cost of typesetting and other assistance as is reasonably necessary in order for printing the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printedTrust's prospectus. The Fund same procedures shall use its best efforts be followed with respect to the Trust's Statement of Additional Information. The Company agrees to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered Trust or its designee with such information as may be reasonably requested by the Company) and full SAI by April 15th Trust to assure that the Trust's expenses do not include the cost of each yearprinting any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. Such materials will be provided by The Trust's prospectus shall state that the Fund Statement of Additional Information for the Trust is available from the Distributor or its agent to the Company no later than April 21st each year (or some other date as mutually agreed upon by Fund or its agent and in the CompanyTrust's discretion, the Prospectus shall state that such Statement is available from the Trust). 3.3. The Underwriter (or the Fund), at At its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund Trust shall provide the Company with information regarding copies of the Fund’s expensesTrust's proxy statements, reports to shareholders, and other required shareholder communications (except for prospectuses and Statements of Additional Information, which information may include a table of fees and related narrative disclosure for use are covered in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF formatSection 3.1) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been receivedreceived in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund Trust shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.83.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards the Trust may adopt. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Trust will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may adopt promulgate with respect thereto. 3.7. If and provide during the time as the Trust engages in writingactivities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Funds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter 3.1 The Distributor shall provide the Company (at the Company’s expense) with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectus as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus Prospectus as set in print ready PDF format type at the Fund’s expenseexpense – in lieu thereof, such final copy may be provided, if requested by the Company, electronically or through camera ready film) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently frequently, if the summary prospectus Prospectus for the Fund is amended) to have the Fund’s Prospectus printed together with the prospectus for each Contract and/or the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options available under the Contracts Contract in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus one document (such printing to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on at the Company’s web site. expense). 3.2 The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund Fund’s Prospectus shall be and remain solely responsible for ensuring state that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements Statement of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus Additional Information for the Fund is amended) to have available from the prospectus for the Contracts and Distributor (or in the Fund’s statutory prospectus printed. The Fund discretion, the Prospectus shall use its best efforts to provide state that such Statement is available from the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent ), and the Company. 3.3. The Underwriter Distributor (or the Fund), at its expense, shall print and provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund such Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. 3.3 The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse . 3.4 If and to the Company for usual, customary and reasonable costs incurred extent required by the Company in connection with delivery (including postage) of 1940 Act or other applicable law the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7. The Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) and vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will reserves the right to vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.8. Each Participating Insurance Companies Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that this Section. 3.5 The Fund will comply with all provisions of the Fund may adopt and provide in writing.1940 Act requiring voting by shareholders

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter The Distributor shall provide the Company with as many printed copies of the FundTrust’s current summary prospectus and statutory prospectuses Statement of Additional Information (and supplements theretodescribing only the designated Funds listed on Schedule A) or, to the extent existing, the Trust’s profiles as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Trust shall provide camera-ready film or an electronic copy file in a format acceptable to the Company containing the Trust’s prospectus and Statement of Additional Information, and such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus and/or Statement of Additional Information for the Fund Trust is amendedamended during the year) to have the prospectus for the Contracts and the FundTrust’s summary prospectus bound printed together in one document document, and to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in accordance one document. Alternatively, the Company may print the Trust’s prospectus and/or its Statement of Additional Information in combination with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary other fund companies’ prospectuses and statutory prospectuses statements of additional information. In such event, the Trust shall bear its pro rata share of printing expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for other investment options printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners following three sentences, all expenses of printing and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary distributing Trust prospectuses and statutory prospectuses (which only includes Statements of Additional Information shall be the Fund portfolios offered by expense of the Company) . For prospectuses and full SAI by April 15th Statements of each year. Such materials will be Additional Information provided by the Fund or Company to its agent existing owners of Contracts in order to the Company no later than April 21st each year or some other date update disclosure annually as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed required by the Fund’s web site and fully comply with 1933 Act and/or the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 1940 Act, the Underwriter cost of printing shall provide be borne by the Trust. If the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed chooses to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company receive camera-ready film or an electronic file in lieu of receiving printed copies of the FundTrust’s statutory prospectuses (and supplements thereto)prospectus, the Fund shall provide Trust will reimburse the Company in an electronic copy amount equal to the product of A and B where A is the number of such documentation (including a final copy prospectuses distributed to owners of the new statutory prospectus in PDF format at Contracts, and B is the FundTrust’s expense) per unit cost of typesetting and other assistance as is reasonably necessary in order for printing the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the FundTrust’s statutory prospectus printedprospectus. The Fund same procedures shall use its best efforts be followed with respect to the Trust’s Statement of Additional Information. The Company agrees to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered Trust or its designee with such information as may be reasonably requested by the Company) and full SAI by April 15th Trust to assure that the Trust’s expenses do not include the cost of each yearprinting any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. Such materials will be provided by The Trust’s prospectus shall state that the Fund Statement of Additional Information for the Trust is available from the Distributor or its agent to the Company no later than April 21st each year (or some other date as mutually agreed upon by Fund or its agent and in the CompanyTrust’s discretion, the Prospectus shall state that such Statement is available from the Trust). 3.3. The Underwriter (or the Fund), at At its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund Trust shall provide the Company with information regarding copies of the FundTrust’s expensesproxy statements, reports to shareholders, and other required shareholder communications (except for prospectuses and Statements of Additional Information, which information may include a table of fees and related narrative disclosure for use are covered in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF formatSection 3.1) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse Such delivery may be accomplished through electronic means subject to the Company for usual, customary and reasonable costs incurred standards prescribed by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersSEC. 3.73.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been receivedreceived in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund Trust shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.83.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards the Trust may adopt. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may adopt promulgate with respect thereto. 3.7. If and provide during the time as the Trust engages in writingactivities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Funds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund’s and the Company’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus prospectus, if used, and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund shall provide an electronic copy of such documentation (including a final copy of the new Portfolios’ summary prospectuses and/or Fund’s statutory prospectus in print ready PDF electronic format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus, if used, or statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s Portfolios’ summary prospectuses, if used, or statutory prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company’s expense). The To the extent that the Fund and the Company shall deliver elect to use the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors prospectus, as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the Fund’s SEC or SEC staff, the Company shall: (1) deliver the Portfolios’ summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value and potential investors, and (2) adhere to any Fund investment option. The Company shall bear applicable binding requirements regarding the expense of printing summary prospectuses, and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (adhere to the website requirements under Rule 498, including a final copy of hosting the new summary prospectus, statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary required documents in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3accordance with Rule 498. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.2. Within three (3) business days of receiving a request for a paper copy or an electronic copy of a Fund statutory prospectus and/or Portfolio summary prospectus, if used, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-l of the 1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above. 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.63.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its current proxy material and material, reports to shareholders, or other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide an electronic copy to the Company. The Fund shall agrees to reimburse the Company for usual, customary and reasonable out-of-pocket costs actually incurred by the Company for printing such documents for distribution to Contract owners. The Company shall deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation applicable laws and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Subject to Section 6.1, Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 ActAt least annually, the Underwriter Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s 's current summary and statutory prospectuses (and supplements thereto) prospectus as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will with expenses to be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule B hereof. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Adviser, Distributor or Fund shall provide an electronic copy of such documentation (including a final copy an electronic version of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound for the Fund printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498document. 3.2. Subject If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund, as such term is defined in Rule 498 under Distributor and/or the 1933 Act, the Underwriter Adviser shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) 's SAI in such quantities, with expenses to be borne in accordance with Schedule B hereof, as the Company may reasonably requestrequire to permit timely distribution thereof to Contract owners. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectusAdviser, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), Distributor and/or the Fund shall also provide an electronic copy of SAI to any Contract owner or prospective owner who requests such documentation (including a final copy of the new statutory prospectus in PDF format at SAI from the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund Distributor and/or Adviser shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent copies of the Fund. 3.5. The Fund's proxy materials, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule B hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. The Fund shall reimburse will provide written instructions to the Company for usual, customary each time the Fund furnishes an amendment or supplement to the Fund's current prospectus or SAI directing the Company as to whether the amendment or supplement is to be provided (a) immediately to existing Contract owners who have Contract value allocated to the Fund or (b) is to be held and reasonable costs incurred combined with another Fund or Contract related mailing as permitted by applicable federal securities laws. The Fund agrees that the instruction it gives to the Company in connection each instance will be substantively identical to instructions provided to other Participating Insurance Companies. Absent written instructions from the Fund directing otherwise, amendments and supplements to the Fund's current prospectus or SAI may be held and combined with delivery (including postage) of the proxy materials (another Fund or similar materials such Contract related mailing as voting solicitation instructions)permitted by applicable federal securities laws. 3.4. It is understood and agreed that, as well as processing, tabulation and project management costs provided that except with respect to information regarding the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursementsprovided in writing by that party, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall not be responsible for assuring that each the content of their separate accounts participating the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in a Designated Portfolio calculates voting privileges as required writing by the Shared Funding Exemptive Order and consistent with any reasonable standards that Fund, the Fund may adopt and provide in writingDistributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 ActAt least annually, the Underwriter Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) prospectus, or if the summary prospectus is unavailable or the Company otherwise chooses, the prospectus, as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will with expenses to be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule C hereof. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Adviser, Distributor or Fund shall provide an electronic copy of such documentation (including a final copy an electronic version of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound for the Fund printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498document. 3.2. Subject If applicable state or federal laws or regulations require that the Statement of Additional Information (“XXx”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund, as such term is defined in Rule 498 under Distributor and/or the 1933 Act, the Underwriter Adviser shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) XXx in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably requestrequire to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value also provide an XXx to any Fund investment optionContract owner or prospective owner who requests such XXx from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company shall bear the expense of printing and delivering (including postage) with copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)proxy materials, the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) reports to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect permit timely distribution thereof to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.4. The It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or XXx for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or XXx for the Contracts. 3.5. If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Fund Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Fund Portfolio shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will owners; and (d) vote Fund Portfolio shares held in any segregated asset its general account or otherwise in the same proportion as Fund Portfolio shares of such portfolio for which voting instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares in its own right, to the extent permitted by law. 3.83.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent Order. 3.7. The Fund will comply with any reasonable standards that all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may adopt and provide in writingpromulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject 3.1 Unless otherwise noted, any reference to Section 6.1 a “prospectus” shall mean any Statutory Prospectus and Summary Prospectus and any amendments or supplements thereto filed with the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under SEC. 3.2 The Underwriter (or the 1933 Act, the Underwriter Fund) shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) prospectus as the Company may reasonably request. The Fund shall bear request (at the Company’s expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by with respect to other than existing Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company). If requested by the Company in lieu of receiving printed copies of thereof, the Underwriter (or the Fund’s summary and statutory prospectuses (and supplements thereto), the Fund ) shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus as set in print ready PDF format type at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound printed together in one document (such printing to be at the Company’s expense with respect to other than existing Contract owners). 3.3 The Fund and the Adviser each agrees that the URL indicated on each Summary Prospectus will lead Contract owners directly to the web page used for hosting Summary Prospectuses, that such web page will contain the current Fund documents required to be posted in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance compliance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by498, and in accordance with, that such web page will not contain any additional materials not required by Rule 498 and all other applicable laws498. The Fund shall use its best efforts immediately notify the Company of any unexpected interruptions in the availability of this web page. 3.4 At the Company’s request, the Fund and the Adviser will provide the Company with URLs to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic current documents for purposes use with Company’s electronic delivery of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses Fund documents or on the Company’s web sitewebsite. The Fund and the Adviser will be responsible for ensuring the integrity of the URLs and for maintaining the Fund’s current documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding which such URLs originally navigate to. 3.5 If the aboveFund determines that it will end its use of the Summary Prospectus delivery option, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall Adviser will provide the Company with as many printed copies at least 60 days’ advance notice of the Fund’s current statutory prospectuses (and supplements thereto) as its intent. 3.6 The parties agree that the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by is not required to distribute Summary Prospectuses to its Contract owners, (and any supplements thereto) for but rather use of the Contracts that Summary Prospectus will be distributed to existing Contract owners who allocate Contract value to any Fund investment optionat the discretion of the Company. The Company shall bear agrees that it will give the expense Fund and the Adviser sufficient notice of printing and delivering (including postage) copies its intended use of the Fund’s statutory prospectuses that are used in connection with offering Summary Prospectuses or the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the CompanyStatutory Prospectus. 3.3. 3.7 The Underwriter (or the Fund), at its expense, shall print and provide a reasonable number the Fund’s then current statement of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund additional information free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIstatement. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. 3.8 The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for distributing distribution (at the Fund’s expense) to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7. The 3.9 So long as and to the extent that the SEC or its staff continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or if and to the extent required by law, the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will reserves the right to vote Fund shares held in any segregated asset account Account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.8. Participating Insurance Companies The Company shall be responsible for assuring that with respect to each of their separate accounts Account participating in a Designated the Fund, all shares of each Portfolio calculates voting privileges as required attributable to policies and contracts for which no owner instructions have been received by the Shared Funding Exemptive Order Company and consistent all shares of the Portfolio attributable to charges assessed by the Company against such policies and contracts will be voted for, voted against, or withheld from voting on any proposal in the same proportions as are the shares for which owner instructions have been received by the Company with respect to policies or contracts issued by such Account. To the extent the Company has so agreed with respect to an Account not registered with the SEC under the 1940 Act, all shares of each Portfolio held by the Account will be voted for, voted against or withheld from voting on any reasonable proposal in the same proportions as are the shares of such Portfolio for which contract owners’ voting instructions have been received. If the Company has not so agreed, the shares of each Portfolio attributable to such unregistered Account will be voted for, voted against, or withheld from voting on any proposal in the same proportions as are all other shares for which the Company has received voting instructions. Such foregoing standards that will also be applied to the other Participating Insurance Companies. The Fund may adopt shall pay for the costs of soliciting and provide in writingtabulating such voting instructions.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Trust's determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with as many printed copies of the Fund’s Trust's current summary and and/or statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund Trust shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectusprospectuses, if requested by Contract ownersthe Company, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s Trust's current summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund Trust shall provide an electronic copy of such documentation (including a final copy of the new Trust's summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s Trust's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund Trust is amended) to have the prospectus for the Contracts and the Fund’s Trust's summary prospectus bound together in one document in accordance with applicable lawlaw and regulation, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company's expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as As required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund SEC or its agent to SEC staff, the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and shall: (1) deliver the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittedTrust's summary prospectuses, but not requiredif used, to post a copy of existing Contract owners and potential investors, and (2) adhere to any applicable binding requirements regarding the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498prospectus. 3.2. Subject to Section 6.1 and The Distributor or the parties’ agreement to not use summary prospectusesTrust, as such term is defined in Rule 498 under upon the 1933 Act, the Underwriter shall provide the Company with as many printed copies request of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectusCompany, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund Trust free of charge to the Company for itself and for so that the Company can print and deliver the SAI to any Contract 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 summary and/or statutory 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 of any requested Trust Document to any Contract owner requesting such copy at no cost to the Contract owner and by U.S. mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Trust Documents that is has received from the Trust pursuant to Section 3.1. 3.4. The Fund Trust shall provide the Company with information regarding the Fund’s Trust's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundTrust. 3.5. The Fund, at its expense, shall provide Trust hereby grants to the Company with printed copies of Fund annual and semia non-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as exclusive, worldwide, royalty-free license for the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) duration of the Fund annual Agreement to create a hyperlink from the Company's website to the Trust's website. Notwithstanding the foregoing, the Trust shall be and semi-annual reportsremain solely responsible for ensuring that the summary and statutory prospectuses and other documents for the Designated Funds comply with Rule 498 and any applicable guidance from the SEC or the SEC staff. 3.6. The FundTrust, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. The Fund Company shall reimburse the Company for usual, customary and reasonable costs incurred by the Company deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersapplicable laws. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so As long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract owners, the Company (i) will provide pass-through voting privileges to Contract owners or whose contract values are invested, through Accounts registered with the SEC under the 1940 Act, in shares of the Designated Funds, (ii) may, to the extent otherwise required by law. The Company it deems appropriate, provide pass-through voting privileges to Contract owners whose contract values are invested, through Accounts which are not so registered with the SEC, in shares of the Designated Funds, (iii) when it provides pass-through voting privileges to Contract owners whose contract values are invested through an Account in shares of a Designated Fund, will vote Fund shares held in any segregated asset account that Account for which no Contract owner instructions are timely received by the Company in the same proportion as Fund those shares of such portfolio the Designated Fund held in that Account for which Contract owner instructions are timely received, and (iv) will vote shares of a Designated Fund which it is otherwise entitled to vote on any matter in the same proportion as the voting instructions have been which it has timely received from Contract ownersowners with respect to that matter. Notwithstanding the foregoing, to the extent Company may vote shares of a Designated Fund in such other manner as may be required or permitted by lawRule 6e-2 or Rule 6e-3(T) under the 1940 Act or otherwise by the SEC or the SEC staff. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio Fund calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund Trust may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Trust’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with as many printed copies of the FundTrust’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense expenses of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, Trust’s Prospectuses: (i) if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postageii) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund Trust shall provide an electronic copy of such documentation (including a final copy of the new Trust’s summary and/or statutory prospectus in print ready PDF electronic format at the FundTrust’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund Trust is amended) to have the prospectus for the Contracts and the FundTrust’s summary prospectus bound together in one document in accordance with applicable lawlaw and regulation, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company’s expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as As required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the FundSEC or SEC staff, the Company represents and warrants that it shall: (1) deliver the Trust’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittedprospectus, but not requiredif used, to post existing Contract owners and potential investors in a copy of manner that satisfies all applicable legal requirements, and (2) adhere to any applicable binding requirements regarding the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498prospectus. 3.2. Subject to Section 6.1 The Distributor (or the Trust), at its expense and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies upon request of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectusCompany, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund Trust free of charge to the Company for itself and for 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 Fund Trust shall provide the Company with information regarding the FundTrust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundTrust. 3.5. The Fund, at its expense, shall provide Trust hereby grants to the Company with printed copies of Fund annual and semia non-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as exclusive, worldwide, royalty-free license for the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) duration of the Fund annual Agreement to create a hyperlink from the Company's website to the Trust's website. Notwithstanding the foregoing, the Trust shall be and semi-annual reportsremain 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 FundTrust, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund Company shall reimburse the Company for usual, customary and reasonable costs incurred by the Company deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersapplicable laws. 3.7. The Company shall: (i) solicit voting instructions from Contract ownersowners eligible to vote on a matter; (ii) vote the Fund Trust shares in accordance with instructions received from such Contract owners; and (iii) vote Fund Trust shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Fund Trust shares of Contract owners eligible to vote on such portfolio matter for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio Series calculates voting privileges as required by the Mixed and Shared Funding Trusting Exemptive Order and consistent with any reasonable standards that the Fund Trust may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund’s and the Company’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus prospectus, if used, and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund shall provide an electronic copy of such documentation (including a final copy of the new Portfolios’ summary prospectuses and/or Fund’s statutory prospectus in print ready PDF electronic format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus, if used, or statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s Portfolios’ summary prospectuses, if used, or statutory prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company’s expense). The To the extent that the Fund and the Company shall deliver elect to use the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors prospectus, as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the Fund’s SEC or SEC staff, the Company shall: (1) deliver the Portfolios’ summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value and potential investors, and (2) adhere to any Fund investment option. The Company shall bear applicable binding requirements regarding the expense of printing summary prospectuses, and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (adhere to the website requirements under Rule 498, including a final copy of hosting the new summary prospectus, statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary required documents in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3accordance with Rule 498. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.2. Within three (3) business days of receiving a request for a paper copy or an electronic copy of a Fund statutory prospectus and/or Portfolio summary prospectus, if used, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-l of the 1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above. 40897012_8 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.63.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its current proxy material and material, reports to shareholders, or other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide an electronic copy to the Company. The Fund shall agrees to reimburse the Company for usual, customary and reasonable out-of-pocket costs actually incurred by the Company for printing such documents for distribution to Contract owners. The Company shall deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation applicable laws and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Subject to Section 6.1, Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.. 40897012_8

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 At least annually, the Distributor shall provide the Company and Schwab with as many printed copies of the parties’ agreement to use Fund Prospectus or the Fund’s then current summary prospectuses, prospectus (as such term is defined in Rule 498 under the 1933 ActAct or any successor provision) (“Fund Summary Prospectus”), the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and any supplements thereto) , for each Designated Portfolio as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by request for distribution to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)or Schwab, the Fund or Distributor shall provide an electronic copy of such documentation (including a final camera-ready copy of the new summary and/or statutory prospectus Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format at format) of the Fund’s expensedocuments, all as the Company and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for the Company and Schwab once each year (or more frequently if the summary prospectus for the Fund is such prospectuses are amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with Prospectus or Fund Summary Prospectus printed, as the case may be, to the extent permitted by applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 law or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Company or Schwab. The Company Expenses associated with providing such documentation shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and be allocated in accordance withwith Schedule C hereto. Notwithstanding anything herein to the contrary, Rule 498 and all other applicable lawsthe delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios Designated Portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other specified date as mutually agreed upon by the Fund or its agent and the Company. (ai) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (bii) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web sitewebsite. The Fund documents posted on the Company web site website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site website and fully comply with the requirements of Rule 498. 3.2. Subject If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund or Distributor, as such term is defined in Rule 498 under the 1933 Actappropriate, the Underwriter shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as many the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s current statutory prospectuses (proxy material, reports to stockholders, and supplements theretoother communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by require to permit timely distribution thereof to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)or Schwab, the Fund or Distributor shall provide an electronic copy of such documentation (including in a final copy format suitable for posting on an Internet website maintained by or on behalf of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costsand/or Schwab. In lieu of all or part of the foregoing reimbursementsforegoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shall reasonably require for distributing to Contract owners, with expenses to be borne in accordance with Schedule C hereto. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Fund Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund shares held in its general account and in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.83.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt adopt, provided however, the Company shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in writingSection 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or 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 At least annually, the parties’ agreement to use Distributor shall provide the Company with as many printed copies of the Fund Prospectus or the Fund’s then current summary prospectuses, prospectus (as such term is defined in Rule 498 under the 1933 ActAct or any successor provision) (“Fund Summary Prospectus”), and any supplements thereto, for each Designated Portfolio as the Company may reasonably request for distribution to Contract owners. If requested by the Company, the Underwriter Fund or Distributor shall provide the Company with as many printed copies such documentation (including a camera-ready copy of the Fund’s current summary and statutory prospectuses Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (and supplements theretoin print ready PDF format) of the documents, all as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is such prospectuses are amended) to have the prospectus for Fund Prospectus or Fund Summary Prospectus printed, as the Contracts and case may be, to the Fund’s summary prospectus bound together in one document in accordance with extent permitted by applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 laws or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Company. The Company Expenses associated with providing such documentation shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and be allocated in accordance withwith Schedule C hereto. Notwithstanding anything herein to the contrary, Rule 498 and all other applicable lawsthe delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best commercially reasonable efforts to provide the Fund’s summary prospectuses Fund Summary Prospectuses and statutory prospectuses Fund Prospectuses (which only includes include the Fund portfolios Designated Portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other a specified date as mutually agreed upon by the Fund or its agent and the Company. (ai) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (bii) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web sitewebsite. The Fund documents posted on the Company web site Company’s website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site website and fully comply with the requirements of Rule 498. 3.2. Subject If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund or Distributor, as such term is defined in Rule 498 under the 1933 Actappropriate, the Underwriter shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as many the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website(s) maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable laws. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owners or prospective owners who request such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s current statutory prospectuses (proxy material, reports to shareholders, and supplements theretoother communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by require to permit timely distribution thereof to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Company, the Fund or Distributor shall provide an electronic copy of such documentation (including in a final copy format suitable for posting on an Internet website maintained by or on behalf of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursementsforegoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shall reasonably require for distributing to Contract owners, with expenses to be borne in accordance with Schedule C hereto. 3.4. The If and to the extent required by applicable laws and the Mixed and Shared Funding Exemptive Order, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio(s) shares held in each Account in accordance with instructions timely received from Contract owners; and; (iii) vote Fund Designated Portfolio shares held in each Account for which no instructions have been received in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund shares held in its general account and in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law.laws; and 3.8. (iv) assure that each of its Accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Fund for this purpose. 3.5. The Company shall be responsible for assuring that each of their separate accounts its Accounts participating in a Designated Portfolio calculates voting privileges as required by in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt adopt, provided, however, the Company shall be free to vote Designated Portfolio shares attributable to each Account in any manner permitted by applicable laws, to the extent the Mixed and Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in writingSection 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Trust's determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with as many printed copies of the Fund’s Trust's current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense expenses of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, Trust's Prospectuses: (i) if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postageii) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund Trust shall provide an electronic copy of such documentation (including a final copy of the new Trust's summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s Trust's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund Trust is amended) to have the prospectus for the Contracts and the Fund’s Trust's summary prospectus bound together in one document in accordance with applicable lawlaw and regulation, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company's expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as As required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund SEC or its agent to SEC staff, the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent represents and warrants that it shall: (1) deliver the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittedTrust's summary prospectus, but not requiredif used, to post existing Contract owners and potential investors in a copy of manner that satisfies all applicable legal requirements, and (2) adhere to any applicable binding requirements regarding the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498prospectus. 3.2. Subject to Section 6.1 The Distributor (or the Trust), at its expense and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies upon request of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectusCompany, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund Trust free of charge to the Company for itself and for 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 Fund Trust shall provide the Company with information regarding the Fund’s Trust's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundTrust. 3.5. The Fund, at its expense, shall provide Trust hereby grants to the Company with printed copies of Fund annual and semia non-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as exclusive, worldwide, royalty-free license for the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) duration of the Fund annual Agreement to create a hyperlink from the Company's website to the Trust's website. Notwithstanding the foregoing, the Trust shall be and semi-annual reportsremain 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 FundTrust, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund Company shall reimburse the Company for usual, customary and reasonable costs incurred by the Company deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersapplicable laws. 3.7. The Company shall: (i) solicit voting instructions from Contract ownersowners eligible to vote on a matter; (ii) vote the Fund Trust shares in accordance with instructions received from such Contract owners; and (iii) vote Fund Trust shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Fund Trust shares of Contract owners eligible to vote on such portfolio matter for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio Series calculates voting privileges as required by the Mixed and Shared Funding Trusting Exemptive Order and consistent with any reasonable standards that the Fund Trust may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Trust’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with as many printed copies of the FundTrust’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense expenses of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, Trust’s Prospectuses: (i) if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postageii) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund Trust shall provide an electronic copy of such documentation (including a final copy of the new Trust’s summary and/or statutory prospectus in print ready PDF electronic format at the FundTrust’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund Trust is amended) to have the prospectus for the Contracts and the FundTrust’s summary prospectus bound together in one document in accordance with applicable lawlaw and regulation, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company’s expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as As required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the FundSEC or SEC staff, the Company represents and warrants that it shall: (1) deliver the Trust’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittedprospectus, but not requiredif used, to post existing Contract owners and potential investors in a copy of manner that satisfies all applicable legal requirements, and (2) adhere to any applicable binding requirements regarding the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498prospectus. 3.2. Subject to Section 6.1 The Distributor (or the Trust), at its expense and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies upon request of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectusCompany, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund Trust free of charge to the Company for itself and for 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 Fund Trust shall provide the Company with information regarding the FundTrust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundTrust. 3.5. The Fund, at its expense, shall provide Trust hereby grants to the Company with printed copies of Fund annual and semia non-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as exclusive, worldwide, royalty-free license for the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) duration of the Fund annual Agreement to create a hyperlink from the Company’s website to the Trust’s website. Notwithstanding the foregoing, the Trust shall be and semi-annual reportsremain 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 FundTrust, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund Company shall reimburse the Company for usual, customary and reasonable costs incurred by the Company deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersapplicable laws. 3.7. The Company shall: (i) solicit voting instructions from Contract ownersowners eligible to vote on a matter; (ii) vote the Fund Trust shares in accordance with instructions received from such Contract owners; and (iii) vote Fund Trust shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Fund Trust shares of Contract owners eligible to vote on such portfolio matter for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio Series calculates voting privileges as required by the Mixed and Shared Funding Trusting Exemptive Order and consistent with any reasonable standards that the Fund Trust may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Act (such printing to be at the Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SECexpense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.63.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter 3.1 The Fund shall provide the Company with as many printed copies of the Fund’s current Prospectus or summary and statutory prospectuses (and supplements thereto) for the Portfolios as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new Prospectus or summary and/or statutory prospectus prospectuses as set in print ready PDF format type at the Fund’s expenseexpense – in lieu thereof, such final copy may be provided, if requested by the Company, electronically or through camera ready film) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently frequently, if the summary prospectus Prospectus for the Fund is amended) to have the prospectus for the Contracts each Contract and the Fund’s Prospectus or summary prospectus bound prospectuses printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus (such printing to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on at the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably requestexpense). The Fund shall bear the expense of printing and delivering (including postage) delivery of copies of its current Prospectus or the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for summary prospectuses of the Contracts Portfolios that will be are distributed to existing Contract owners who allocate Contract value to any Fund investment option. The of the Contracts, and, if not borne by the Fund’s distributor, the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory Prospectus or summary prospectuses that are used in connection with offering the Contracts issued by Contracts. 3.2 The Fund’s Prospectus and the Company. If requested by the Company in lieu of receiving printed copies summary prospectuses of the Fund’s statutory prospectuses (and supplements thereto)Portfolios, the Fund if any, shall provide an electronic copy state where a Statement of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus Additional Information for the Fund is amended) to have the prospectus for the Contracts may be obtained, and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall print and provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund such Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. 3.3 The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse . 3.4 If and to the Company for usual, customary and reasonable costs incurred extent required by the Company in connection with delivery (including postage) of 1940 Act or other applicable law the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7. The Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares in accordance with instructions received from Contract owners; and (iiic) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will reserves the right to vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.8. Each Participating Insurance Companies Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that this Section. 3.5 The Fund will comply with all provisions of the Fund may adopt and provide in writing1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current summary and statutory prospectuses (and supplements thereto) prospectus describing only the Designated Portfolios listed on Schedule A as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) profiles for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses 's prospectus and statutory prospectuses profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format on diskette at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary 's prospectus bound printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together (such printing for existing Contract owners to be at the Fund’s summary 's or Underwriter's expense). With respect to any prospectuses of the funds that are printed in combination with any one or more Contract prospectus with summary prospectuses and statutory prospectuses (the "Prospectus Booklet"), the costs of printing Prospectus Booklets for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus distribution to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent prorated to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. based on (a) The Fund shall host and manage all the ratio of the electronic documents number of pages of the prospectus for purposes the Funds included in the Prospectus Booklet to the number of compliance with Rule 498 requirements. pages in the Prospectus Booklet as a whole; and (b) The the ratio of the number of the Contract owners with Contract value allocated to the Funds to the total number of Contract owners; PROVIDED, however, that the Company shall be permitted, but bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed funded by the Fund’s web site and fully comply with the requirements of Rule 498Funds. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter The Fund's prospectus shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of state that the current statutory prospectus, if requested by Contract owners, Statement of Additional Information (and any supplements thereto"SAI") for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts available, and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current such SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.53.4. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense expenses of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, Fund’s Prospectuses: (i) if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postageii) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund shall provide an electronic copy of such documentation (including a final copy of the new Fund’s summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable lawlaw and regulation, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company’s expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as As required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the SEC or SEC staff, the Company represents and warrants that it shall: (1) deliver the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittedprospectus, but not requiredif used, to post existing Contract owners and potential investors in a copy of manner that satisfies all applicable legal requirements, and (2) adhere to any applicable binding requirements regarding the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498prospectus. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter Distributor (or the Fund), at its expenseexpense and upon request of the Company, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for 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 Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide Fund hereby grants to the Company with printed copies a non-exclusive, worldwide, royalty-free license for the duration of Fund annual and semi-annual reports (in addition the Agreement to an electronic copy in print ready PDF format) in such quantity as create a hyperlink from the Company shall reasonable require for distributing Company's website to Contract ownersthe Fund's website. The Notwithstanding the foregoing, the Fund shall reimburse be and remain solely responsible for ensuring that the Company statutory prospectuses, the summary prospectuses and other documents for costs incurred by the Company in connection Designated Portfolios, comply with delivery (including postage) of Rule 498 and any applicable guidance received from the Fund annual and semi-annual reportsSEC or from the SEC staff thereunder. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund Company shall reimburse the Company for usual, customary and reasonable costs incurred by the Company deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersapplicable laws. 3.7. The Company shall: (i) solicit voting instructions from Contract ownersowners eligible to vote on a matter; (ii) vote the Fund shares in accordance with instructions received from such Contract owners; and (iii) vote Fund shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Fund shares of Contract owners eligible to vote on such portfolio matter for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 ActAt least annually, the Underwriter Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) prospectus as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will with expenses to be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule B hereof. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Adviser, Distributor or Fund shall provide an electronic copy of such documentation (including a final copy an electronic version of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound for the Fund printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498document. 3.2. Subject If applicable state or federal laws or regulations require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund, as such term is defined in Rule 498 under Distributor and/or the 1933 Act, the Underwriter Adviser shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) SAI in such quantities, with expenses to be borne in accordance with Schedule B hereof, as the Company may reasonably requestrequire to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value also provide an SAI to any Fund investment optionContract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company shall bear the expense of printing and delivering (including postage) with copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)proxy materials, the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) reports to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule B hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. The Fund shall reimburse will provide written instructions to the Company for usual, customary each time the Fund furnishes an amendment or supplement to the Fund’s current prospectus or SAI directing the Company as to whether the amendment or supplement is to be provided (a) immediately to existing Contract owners who have Contract value allocated to the Fund or (b) is to be held and reasonable costs incurred combined with another Fund or Contract related mailing as permitted by applicable federal securities laws. The Fund agrees that the instruction it gives to the Company in connection each instance will be substantively identical to instructions provided to other Participating Insurance Companies. Absent written instructions from the Fund directing otherwise, amendments and supplements to the Fund’s current prospectus or SAI may be held and combined with delivery (including postage) of the proxy materials (another Fund or similar materials such Contract related mailing as voting solicitation instructions)permitted by applicable federal securities laws. 3.4. It is understood and agreed that, as well as processing, tabulation and project management costs provided that except with respect to information regarding the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursementsprovided in writing by that party, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall not be responsible for assuring that each the content of their separate accounts participating the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in a Designated Portfolio calculates voting privileges as required writing by the Shared Funding Exemptive Order and consistent with any reasonable standards that Fund, the Fund may adopt and provide in writingDistributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current summary and statutory prospectuses (and supplements thereto) prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) profiles for the Contracts Funds that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses 's prospectus and statutory prospectuses profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format on diskette at the Fund’s 's or the Underwriter's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary 's prospectus bound printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses (such printing for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide be at the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund 's or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498Underwriter's expense). 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter The Fund's prospectus shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of state that the current statutory prospectus, if requested by Contract owners, Statement of Additional Information (and any supplements thereto"SAI") for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts available, and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current such SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.53.4. The Fund, at its or the Underwriter's expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company with as many printed copies of the FundTrust’s current summary prospectus and statutory prospectuses Statement of Additional Information (and supplements theretodescribing only the designated Portfolios listed on Schedule A, unless otherwise agreed upon) or, to the extent permitted, the Trust’s profiles as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Trust shall provide an electronic copy camera-ready film containing the Trust’s prospectus and Statement of Additional Information, and such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus and/or Statement of Additional Information for the Fund Trust is amendedamended during the year) to have the prospectus for the Contracts and the FundTrust’s summary prospectus bound printed together in one document document, and to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in accordance one document. Alternatively, the Company may print the Trust’s prospectus and/or its Statement of Additional Information in combination with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary other fund companies’ prospectuses and statutory prospectuses statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus printing and delivery to existing Contract owners and potential investors as required byowners, and in accordance with, Rule 498 and all other applicable laws. The Fund shall the Trust will use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent such documents to the Company no later than April 21st each year or some other five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as mutually agreed upon by Fund or its agent provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Company. (a) The Fund shall host . For prospectuses and manage all Statements of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on Additional Information provided by the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed its existing owners of Contracts in order to update disclosure annually as required by the Fund’s web site and fully comply with 1933 Act and/or the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 1940 Act, the Underwriter cost of printing shall provide be borne by the Trust. If the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed chooses to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company receive camera-ready film in lieu of receiving printed copies of the FundTrust’s statutory prospectuses (and supplements thereto)prospectus, the Fund shall provide Trust will reimburse the Company in an electronic copy amount equal to the product of A and B where A is the number of such documentation (including a final copy prospectuses distributed to owners of the new statutory prospectus in PDF format at Contracts, and B is the FundTrust’s expense) per unit cost of typesetting and other assistance as is reasonably necessary in order for printing the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the FundTrust’s statutory prospectus printedprospectus. The Fund same procedures shall use its best efforts be followed with respect to the Trust’s Statement of Additional Information. The Company agrees to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered Trust or its designee with such information as may be reasonably requested by the Company) and full SAI by April 15th Trust to assure that the Trust’s expenses do not include the cost of each yearprinting any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. Such materials will be provided by The Trust’s prospectus shall state that the Fund Statement of Additional Information for the Trust is available from the Underwriter or its agent to the Company no later than April 21st each year (or some other date as mutually agreed upon by Fund or its agent and in the CompanyTrust’s discretion, the Prospectus shall state that such Statement is available from the Trust). 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The FundTrust, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio for which instructions have been receivedreceived in that separate account, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund Trust shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.83.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards the Trust may adopt. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Trust will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may adopt and provide in writingpromulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund's determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with as many printed copies of the Fund’s 's current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses 's Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund shall provide an electronic copy of such documentation (including a final copy of the new Fund's summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's summary prospectus bound together in one document in accordance with applicable lawlaw and regulation, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company's expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as As required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the SEC or SEC staff, the Company shall: (1) deliver the Fund’s 's summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittedprospectus, but not requiredif used, to post a copy of existing Contract owners and potential investors, and (2) adhere to any applicable binding requirements regarding the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498prospectus. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter Distributor (or the Fund), at its expenseexpense and upon request of the Company, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for 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 Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act ("Fund Documents"), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Documents that is has received from the Fund pursuant to Section 3.1. 3.4. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide Fund hereby grants to the Company with printed copies a non-exclusive, worldwide, royalty-free license for the duration of Fund annual and semi-annual reports (in addition the Agreement to an electronic copy in print ready PDF format) in such quantity as create a hyperlink from the Company shall reasonable require for distributing Company's website to Contract ownersthe Fund's website. The Notwithstanding the foregoing, the Fund shall reimburse be and remain solely responsible for ensuring that the Company statutory prospectuses, the summary prospectuses and other documents for costs incurred by the Company in connection Designated Portfolios, comply with delivery (including postage) of Rule 498 and any applicable guidance received from the Fund annual and semi-annual reportsSEC or from the SEC staff thereunder. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund Company shall reimburse the Company for usual, customary and reasonable costs incurred by the Company deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersapplicable laws. 3.7. The Company shall: (i) solicit voting instructions from Contract ownersowners eligible to vote on a matter; (ii) vote the Fund shares in accordance with instructions received from such Contract owners; and (iii) vote Fund shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Fund shares of Contract owners eligible to vote on such portfolio matter for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares on a matter held in any segregated asset account in the same proportion as Fund shares of eligible to vote on such portfolio matter for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1This text is hidden, do not remove. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company with as many printed copies of the Fund’s 's current summary and statutory prospectuses (and supplements thereto) prospectus or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The For the initial 12-month period following the effective date of this agreement, the Fund shall contribute a maximum of $5,000 in aggregate towards the expenses of printing copies of the Fund's prospectus requested by the Company under this section, without regard to whether such prospectuses are distributed to owners or prospective owners of Contracts issued by the Company. After the initial 12-month period, the Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses 's prospectus and statutory prospectuses profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format on diskette at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary 's prospectus bound printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under (expenses for such printing to be apportioned between the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Company and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent in proportion to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all number of pages of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Contract and Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies taking account of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear other relevant factors affecting the expense of printing printing, such as covers, columns, graphs and delivering (including postage) copies of charts), provided, however, that the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense expenses of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering distributed to prospective purchasers of Variable Contracts The Fund's prospectus shall state that the Contracts issued by the Company. If requested by the Company in lieu current Statement of receiving printed copies of the Fund’s statutory prospectuses Additional Information (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense"SAI") and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts available, and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current such SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7. The Company shall: (i) : solicit voting instructions from Contract owners; (ii) ; vote the Fund shares in accordance with instructions received from Contract owners; and (iii) and vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Act (such printing to be at the Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SECexpense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.63.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 At least annually, the Distributor shall provide the Company and Schwab with as many printed copies of the parties’ agreement to use Fund Prospectus or the Fund’s then current summary prospectuses, prospectus (as such term is defined in Rule 498 under the 1933 ActAct or any successor provision) (“Fund Summary Prospectus”), the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and any supplements thereto) , for each Designated Portfolio as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by request for distribution to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)or Schwab, the Fund or Distributor shall provide an electronic copy of such documentation (including a final camera-ready copy of the new summary and/or statutory prospectus Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format at format) of the Fund’s expensedocuments, all as the Company and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for the Company and Schwab once each year (or more frequently if the summary prospectus for the Fund is such prospectuses are amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with Prospectus or Fund Summary Prospectus printed, as the case may be, to the extent permitted by applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 law or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Company or Schwab. The Company Expenses associated with providing such documentation shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and be allocated in accordance withwith Schedule C hereto. Notwithstanding anything herein to the contrary, Rule 498 and all other applicable lawsthe delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios Designated Portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other specified date as mutually agreed upon by the Fund or its agent and the Company. (ai) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (bii) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web sitewebsite. The Fund documents posted on the Company web site website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site website and fully comply with the requirements of Rule 498. 3.2. Subject If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund or Distributor, as such term is defined in Rule 498 under the 1933 Actappropriate, the Underwriter shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as many the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s current statutory prospectuses (proxy material, reports to stockholders, and supplements theretoother communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by require to permit timely distribution thereof to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)or Schwab, the Fund or Distributor shall provide an electronic copy of such documentation (including in a final copy format suitable for posting on an Internet website maintained by or on behalf of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costsand/or Schwab. In lieu of all or part of the foregoing reimbursementsforegoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shall reasonably require for distributing to Contract owners, with expenses to be borne in accordance with Schedule C hereto. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Fund Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.contract

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the partiesFund’ agreement s determination to use summary prospectuses, as such term is defined in Rule Ru1e 498 under the 1933 Act, the Underwriter Distributor shall provide the Company with as many printed copies of the Fund’s ’ s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense expenses of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, Fund’ s Prospectuses : (i) if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postageii) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund shall provide an electronic copy of such documentation (including a final copy of the new Fund’ s summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s ’ s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable lawlaw and regulation, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company’s expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as As required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the SEC or SEC staff, the Company represents and warrants that it shall: (1) deliver the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permittedprospectus, but not requiredif used, to post existing Contract o\\ners and potential investors in a copy of manner that satisfies all applicable legal requirements, and (2) adhere to any applicable binding requirements regarding the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498prospectus. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter Distributor (or the Fund), at its expenseexpense and upon request of the Company, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for so that the Company can print and deliver the SAI to any owner of a Contract who requests such XXX 3.3. Within three (3) Business Days of receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e- l of the 1940 Act (“Fund Documents “), the Company shall send a paper copy or electronic copy, respectively , of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide Fund hereby grants to the Company with printed copies a non-exclusive, worldwide, royalty- free license for the duration of Fund annual and semi-annual reports (in addition the Agreement to an electronic copy in print ready PDF format) in such quantity as create a hyperlink from the Company shall reasonable require for distributing Company’s website to Contract ownersthe Fund’s website. The Notwithstanding the foregoing, the Fund shall reimburse be and remain solely responsible for ensuring that the Company statutory prospectuses, the summary prospectuses and other documents for costs incurred by the Company in connection Designated Portfolios, comply with delivery (including postage) of Rule 498 and any applicable guidance received from the Fund annual and semi-annual reportsSEC or from the SEC staff thereunder. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund Company shall reimburse the Company for usual, customary and reasonable costs incurred by the Company deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersapplicable laws. 3.7. The Company shall: (i) solicit voting instructions from Contract ownersmvners eligible to vote on a matter; (ii) vote the Fund shares in accordance with instructions received from such Contract ownersovmers; and (iii) vote Fund shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Fund shares of Contract owners eligible to vote on such portfolio matter for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writingOrder.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund's and the Company's determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s 's current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus prospectus, if used, and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses 's Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of thereof or if required by applicable law or applicable guidance from the Fund’s summary and statutory prospectuses (and supplements thereto)SEC or SEC staff, the Fund shall provide an electronic copy of such documentation (including a final copy of the new Portfolios' summary prospectuses and/or Fund's statutory prospectus in print ready PDF electronic format at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus, if used, or statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s Portfolios' summary prospectuses, if used, or statutory prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses Act and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other any applicable guidance received from the SECSEC or SEC staff (such printing to be at the Company's expense). The To the extent that the Fund and the Company shall deliver elect to use the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors prospectus, as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide laws and guidance from the Fund’s SEC or SEC staff, the Company shall: (1) deliver the Portfolios' summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value and potential investors, and (2) adhere to any Fund investment option. The Company shall bear applicable binding requirements regarding the expense of printing summary prospectuses, and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (adhere to the website requirements under Rule 498, including a final copy of hosting the new summary prospectus, statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary required documents in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3accordance with Rule 498. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.2. Within three (3) business days of receiving a request for a paper copy or an electronic copy of a Fund statutory prospectus and/or Portfolio summary prospectus, if used, including any supplements, SAI, including any supplements, and most recent annual and semi- annual reports to shareholders under Rule 30e-l of the 1940 Act ("Fund Documents"), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above. 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund.. 40897012_8 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.63.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its current proxy material and material, reports to shareholders, or other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide an electronic copy to the Company. The Fund shall agrees to reimburse the Company for usual, customary and reasonable out-of-pocket costs actually incurred by the Company for printing such documents for distribution to Contract owners. The Company shall deliver such documents to Contract owners in connection accordance with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation applicable laws and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting voting-instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass- through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will ·wm vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Subject to Section 6.1, Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 ActAt least annually, the Underwriter Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) prospectus, or if the summary prospectus is unavailable or the Company otherwise chooses, the prospectus, as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will with expenses to be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule C hereof. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Adviser, Distributor or Fund shall provide an electronic copy of such documentation (including a final copy an electronic version of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expensecurrent prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound for the Fund printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498document. 3.2. Subject If applicable state or federal laws or regulations require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund, as such term is defined in Rule 498 under Distributor and/or the 1933 Act, the Underwriter Adviser shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably requestrequire to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value also provide an SAI to any Fund investment optionContract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company shall bear the expense of printing and delivering (including postage) with copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)proxy materials, the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) reports to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect permit timely distribution thereof to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.4. The It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Fund Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Fund Portfolio shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will owners; and (d) vote Fund Portfolio shares held in any segregated asset its general account or otherwise in the same proportion as Fund Portfolio shares of such portfolio for which voting instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares in its own right, to the extent permitted by law. 3.83.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as required directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order and consistent Order. 3.7. The Fund will comply with any reasonable standards that all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may adopt and provide in writingpromulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement applicable Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the such Fund’s current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the applicable Fund’s summary prospectuses and statutory prospectuses 's Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the applicable Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF electronic format at the such Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the such Fund is amended) to have the prospectus for the Contracts and the such Fund’s 's summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Act (such printing to be at the Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SECexpense). The Company shall deliver the any summary prospectus and/or statutory prospectus prospectuses to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the applicable Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the such Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The applicable Fund shall provide the Company with information regarding the such Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the applicable Fund. 3.53.4. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The applicable Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse owners and pay for mailing costs associated with the Company for usual, customary and reasonable costs incurred by the Company soliciting proxy votes as required in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersSection 3.5 below. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from from. Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their separate accounts Account participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the applicable Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) prospectus listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts Fund that will be distributed to existing and prospective Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the FundCompany’s summary prospectuses and statutory prospectuses prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Underwriter shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory then current prospectus in print ready PDF format for each Fund on diskette at the Fund’s or Underwriter’s expense) ), and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy such printing of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are prospectus for informational purposes only existing and are not intended prospective Contract owners to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by at the Fund’s web site and fully comply with the requirements of Rule 498or Underwriter’s expense). 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the The Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund prospectus shall bear the expense of printing and delivering (including postage) copies of state that the current statutory prospectus, if requested by Contract owners, Statement of Additional Information (and any supplements thereto“SAI”) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts available, and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current such SAI (and supplements thereto) for the Fund free of charge to the Company. Company to provide for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund Underwriter shall provide the Company with information regarding the each Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its Underwriterat it’s expense, shall provide the Company with printed copies of Fund annual and semi-annual copiesof each Fund’s proxy material, reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fundshareholders, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares Shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares Shares for which no instructions have been received in the same proportion as Fund shares Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares Shares held in any segregated asset account in the same proportion as Fund shares Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter The Distributor shall provide the Company with as many printed copies of the Fund’s Trust's current summary prospectus and statutory prospectuses Statement of Additional Information (and supplements theretodescribing only the designated Funds listed on Schedule A) or, to the extent existing, the Trust's profiles as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Trust shall provide camera-ready film or an electronic copy file in a format acceptable to the Company containing the Trust's prospectus and Statement of Additional Information, and such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus and/or Statement of Additional Information for the Fund Trust is amendedamended during the year) to have the prospectus for the Contracts and the Fund’s summary Trust's prospectus bound printed together in one document document, and to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in accordance one document. Alternatively, the Company may print the Trust's prospectus and/or its Statement of Additional Information in combination with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary other fund companies' prospectuses and statutory prospectuses statements of additional information. In such event, the Trust shall bear its pro rata share of printing expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for other investment options printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners following three sentences, all expenses of printing and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary distributing Trust prospectuses and statutory prospectuses (which only includes Statements of Additional Information shall be the Fund portfolios offered by expense of the Company) . For prospectuses and full SAI by April 15th Statements of each year. Such materials will be Additional Information provided by the Fund or Company to its agent existing owners of Contracts in order to the Company no later than April 21st each year or some other date update disclosure annually as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed required by the Fund’s web site and fully comply with 1933 Act and/or the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 1940 Act, the Underwriter cost of printing shall provide be borne by the Trust. If the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed chooses to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company receive camera-ready film or an electronic file in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Trust's prospectus, the Fund shall provide Trust will reimburse the Company in an electronic copy amount equal to the product of A and B where A is the number of such documentation (including a final copy prospectuses distributed to owners of the new statutory prospectus in PDF format at Contracts, and B is the Fund’s expense) Trust's per unit cost of typesetting and other assistance as is reasonably necessary in order for printing the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printedTrust's prospectus. The Fund same procedures shall use its best efforts be followed with respect to the Trust's Statement of Additional Information. The Company agrees to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered Trust or its designee with such information as may be reasonably requested by the Company) and full SAI by April 15th Trust to assure that the Trust's expenses do not include the cost of each yearprinting any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. Such materials will be provided by The Trust's prospectus shall state that the Fund Statement of Additional Information for the Trust is available from the Distributor or its agent to the Company no later than April 21st each year (or some other date as mutually agreed upon by Fund or its agent and in the CompanyTrust's discretion, the Prospectus shall state that such Statement is available from the Trust). 3.3. The Underwriter (or the Fund), at At its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund Trust shall provide the Company with information regarding copies of the Fund’s expensesTrust's proxy statements, reports to shareholders, and other required shareholder communications (except for prospectuses and Statements of Additional Information, which information may include a table of fees and related narrative disclosure for use are covered in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF formatSection 3.1) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse Such delivery may be accomplished through electronic means subject to the Company for usual, customary and reasonable costs incurred standards prescribed by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersSEC. 3.73.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been receivedreceived in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund Trust shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.83.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards the Trust may adopt. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Trust will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may adopt promulgate with respect thereto. 3.7. If and provide during the time as the Trust engages in writingactivities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Funds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) prospectus describing the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts Fund that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the FundContract’s summary prospectuses and statutory prospectuses prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format on diskette at the Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together (such printing of the Fund’s summary prospectus and profiles for existing Contract owners to be at the Fund’s or Underwriter’s expense). With respect to any prospectuses of the Portfolio’s that are printed in combination with summary prospectuses and statutory prospectuses for any one or more Contract prospectus or with any one or more prospectus of other investment options under vehicles (the Contracts in accordance with Rule 498 or other applicable guidance received from “Prospectus Booklet”), the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus costs of printing Prospectus Booklets for distribution to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent prorated to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. based on (a) The Fund shall host and manage all the ratio of the electronic documents number of pages of the prospectus for purposes the Portfolio included in the Prospectus Booklet to the number of compliance with Rule 498 requirements. pages in the Prospectus Booklet as a whole; and (b) The the ratio of the number of the Contract owners with Contract value allocated to the Portfolio to the total number of Contract owners; provide, however, that the Company shall be permitted, but bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed funded by the Fund’s web site and fully comply with the requirements of Rule 498Portfolio. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the The Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund prospectus shall bear the expense of printing and delivering (including postage) copies of state that the current statutory prospectus, if requested by Contract owners, Statement of Additional Information (and any supplements thereto“SAI”) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts available, and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current such SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.53.4. The Fund, at its or the Underwriter’s expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares Shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares Shares for which no instructions have been received in the same proportion as Fund shares Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares Shares held in any segregated asset account in the same proportion as Fund shares Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter The Distributor shall provide the Company with as many printed copies of the FundTrust's current prospectus and Statement of Additional Information or, to the extent existing, the Trust’s current summary and statutory prospectuses (and supplements thereto) profiles as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will with expenses to be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule C hereof. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Trust shall provide camera-ready film or an electronic copy file in a format acceptable to the Company containing the Trust's prospectus and Statement of Additional Information, and such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus and/or Statement of Additional Information for the Fund Trust is amendedamended during the year) to have the prospectus for the Contracts and the Fund’s summary Trust's prospectus bound printed together in one document document, and to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. In such event, the Trust shall bear its pro rata share of printing expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than ten (10) business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. All expenses of printing and distributing Trust prospectuses, Statements of Additional Information, and other Trust related documents shall be borne by the Trust in accordance with applicable law, including but not limited to, Rule 498 under Schedule C hereof. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under cost of printing shall be borne by the Contracts Trust in accordance with Rule 498 or other applicable guidance received from the SECSchedule C hereof. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to If the Company no later than April 21st each year chooses to receive camera-ready film or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the an electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company file in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Trust's prospectus, the Fund shall provide Trust will reimburse the Company in an electronic copy amount equal to the product of A and B where A is the number of such documentation (including a final copy prospectuses distributed to owners of the new statutory prospectus in PDF format at Contracts, and B is the Fund’s expense) Trust's per unit cost of typesetting and other assistance as is reasonably necessary in order for printing the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printedTrust's prospectus. The Fund same procedures shall use its best efforts be followed with respect to the Trust's Statement of Additional Information. The Company agrees to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered Trust or its designee with such information as may be reasonably requested by the Company) and full SAI by April 15th Trust to assure that the Trust's expenses do not include the cost of each yearprinting any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. Such materials will be provided by The Trust's prospectus shall state that the Fund Statement of Additional Information for the Trust is available from the Distributor or its agent to the Company no later than April 21st each year (or some other date as mutually agreed upon by Fund or its agent and in the CompanyTrust's discretion, the Prospectus shall state that such Statement is available from the Trust). 3.3. The Underwriter (or In accordance with Schedule C, the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund Trust shall provide the Company with information regarding copies of the Fund’s expensesTrust's proxy statements, reports to shareholders, and other required shareholder communications (except for prospectuses and Statements of Additional Information, which information may include a table of fees and related narrative disclosure for use are covered in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF formatSection 3.1) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been receivedreceived in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund Trust shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.83.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with applicable SEC requirements. 3.6. If and during the time as the Trust engages in activities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any reasonable standards material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Fund may adopt and provide in writingFunds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement Fund's determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s 's current summary and statutory prospectuses (and supplements thereto) Prospectuses as the Company may reasonably request. The Fund Company shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses 's Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF electronic format at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Act (such printing to be at the Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC's expense). The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.63.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.83.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter The Distributor shall provide the Company with as many printed copies of the Fund’s Trust's current summary prospectus and statutory prospectuses (and supplements thereto) Statement of Additional Information or, to the extent existing, the Trust's profiles as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will with expenses to be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used borne in connection accordance with offering the Contracts issued by the CompanySchedule C hereof. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Trust shall provide camera-ready film or an electronic copy file in a format acceptable to the Company containing the Trust's prospectus and Statement of Additional Information, and such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus and/or Statement of Additional Information for the Fund Trust is amendedamended during the year) to have the prospectus for the Contracts and the Fund’s summary Trust's prospectus bound printed together in one document document, and to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. In such event, the Trust shall bear its pro rata share of printing expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than ten (10) business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. All expenses of printing and distributing Trust prospectuses, Statements of Additional Information, and other Trust related documents shall be borne by the Trust in accordance with applicable law, including but not limited to, Rule 498 under Schedule C hereof. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under cost of printing shall be borne by the Contracts Trust in accordance with Rule 498 or other applicable guidance received from the SECSchedule C hereof. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to If the Company no later than April 21st each year chooses to receive camera- ready film or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the an electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company file in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Trust's prospectus, the Fund shall provide Trust will reimburse the Company in an electronic copy amount equal to the product of A and B where A is the number of such documentation (including a final copy prospectuses distributed to owners of the new statutory prospectus in PDF format at Contracts, and B is the Fund’s expense) Trust's per unit cost of typesetting and other assistance as is reasonably necessary in order for printing the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printedTrust's prospectus. The Fund same procedures shall use its best efforts be followed with respect to the Trust's Statement of Additional Information. The Company agrees to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered Trust or its designee with such information as may be reasonably requested by the Company) and full SAI by April 15th Trust to assure that the Trust's expenses do not include the cost of each yearprinting any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. Such materials will be provided by The Trust's prospectus shall state that the Fund Statement of Additional Information for the Trust is available from the Distributor or its agent to the Company no later than April 21st each year (or some other date as mutually agreed upon by Fund or its agent and in the CompanyTrust's discretion, the Prospectus shall state that such Statement is available from the Trust). 3.3. The Underwriter (or In accordance with Schedule C, the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund Trust shall provide the Company with information regarding copies of the Fund’s expensesTrust's proxy statements, reports to shareholders, and other required shareholder communications (except for prospectuses and Statements of Additional Information, which information may include a table of fees and related narrative disclosure for use are covered in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF formatSection 3.1) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been receivedreceived in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund Trust shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.83.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio the Trust calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with applicable SEC requirements. 3.6. If and during the time as the Trust engages in activities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any reasonable standards material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Fund may adopt and provide in writingFunds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter 3.1 The Distributor shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements theretoprospectus(es) describing only the Portfolio(s) listed on Schedule A hereto as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus as set in print ready PDF format type at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amendedamended more frequently) to have the prospectus for the Contracts and the Fund’s summary prospectus bound printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably requestdocument. The Fund shall bear the expense of printing and delivering (including postage) copies of the its current statutory prospectus, if requested by Contract owners, (prospectus and any supplements thereto) for the Contracts statement of additional information that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses Fund prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the . 3.2 The Fund’s statutory prospectuses (and supplements thereto), prospectus shall state that the Fund shall provide an electronic copy Statement of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus Additional Information for the Fund is amended) to have available from the prospectus for the Contracts Fund, and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund)Distributor, at its expense, shall print and provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund such Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. 3.3 The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material statements, reports to current shareholders, and other communications to current shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received3.4 So long as, so long as and to the extent that that, the SEC continues to interpret Commission interprets the 1940 Act to require pass-through voting privileges for variable contract Contract owners, the Company will provide pass- through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or to more Portfolios of the extent otherwise required by lawFund. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each registered Account, the Company will vote shares of each Portfolio of the Fund shares held in any segregated asset account by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as Fund those shares of such portfolio for which voting instructions have been received from Contract ownersare received. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion. 3.8. Participating Insurance Companies shall be responsible for assuring that each 3.5 The Fund will comply with all provisions of their separate accounts participating the 1940 Act requiring voting by shareholders, and in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may adopt and provide in writingpromulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of setting in type and printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) profiles for the Contracts Fund that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The whose contracts are funded by the Fund’s shares, and the Company shall bear the expense of setting in type and printing and delivering (including postage) copies of the Fund’s summary prospectuses prospectus and statutory prospectuses profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format on diskette at the Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Actdocument. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to If the Company no later than April 21st each year chooses to receive camera-ready film or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company diskettes in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Prospectus and/or SAI, the Fund shall bear the cost of typesetting to provide the Prospectus and/or SAI to the Company in the format in which the Fund is accustomed to formatting prospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an electronic copy amount equal to the product of x and y where x is the number of such documentation (including a final copy of the new statutory prospectus in PDF format at prospectuses distributed to Contract owners, and y is the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and per unit cost of printing the Fund’s statutory prospectus printedprospectuses. The same procedures shall be followed with respect to the SAI. The Fund shall use its best efforts not pay any costs of typesetting or printing the Prospectus and/or SAI to provide the prospective Contract owners. 3.2. The Fund’s Prospectuses (which only includes prospectus shall state that the current SAI for the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent available, and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current such SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund Upon the reasonable request of the Company, the Underwriter shall provide the Company with information regarding the Fund’s expensesexpenses from its annual or semi-annual reports, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The FundUnderwriter, at its or the Fund’s expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares Shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares Shares for which no instructions have been received in the same proportion as Fund shares Shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares Shares held in any segregated asset account for its own account in the same proportion as Fund shares Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and At least annually, the parties’ agreement to use Distributor shall provide the Companies with as many printed copies of the Fund Prospectus or the Fund’s then current summary prospectuses, prospectus (as such term is defined in Rule 498 under the 1933 ActAct or any successor provision) (“Fund Summary Prospectus”), the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) , for each Designated Portfolio as the Contracts that will be distributed Companies may reasonably request for distribution to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Companyowners. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)Companies, the Fund or Distributor shall provide an electronic copy of such documentation (including a final camera-ready copy of the new summary and/or statutory prospectus Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format at format) of the Fund’s expensedocuments, all as the Companies may reasonably request) and such other assistance as is reasonably necessary in order for the Company Companies once each year (or more frequently if the summary prospectus for the Fund is such prospectuses are amended) to have the prospectus for Fund Prospectus or Fund Summary Prospectus printed, as the Contracts and case may be, to the Fund’s summary prospectus bound together in one document in accordance with extent permitted by applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 law or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Companies. The Company Expenses associated with providing such documentation shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and be allocated in accordance withwith Schedule C hereto. Notwithstanding anything herein to the contrary, Rule 498 and all other applicable lawsthe delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best commercially reasonable efforts to provide the Fund’s summary prospectuses Fund Summary Prospectuses and statutory prospectuses Fund Prospectuses (which only includes the Fund portfolios Designated Portfolios offered by the CompanyCompanies) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other a specified date as mutually agreed upon by the Fund or its agent and the CompanyCompanies. (ai) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (bii) The Company Companies shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web siteCompanies’ websites. The Fund documents posted on the Company web site Companies’ websites are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site website and fully comply with the requirements of Rule 498. 3.2. Subject If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund or Distributor, as such term is defined in Rule 498 under the 1933 Actappropriate, the Underwriter shall provide the Company Companies with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as many the Companies may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Companies, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website(s) maintained by or on behalf of the Companies. The Companies shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Companies). 3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Companies, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s current statutory prospectuses (proxy material, reports to shareholders, and supplements theretoother communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company Companies may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by require to permit timely distribution thereof to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)Companies, the Fund or Distributor shall provide an electronic copy of such documentation (including in a final copy format suitable for posting on an Internet website maintained by or on behalf of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costsCompanies. In lieu of all or part of the foregoing reimbursementsforegoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company Companies to obtain voting instructions from Contract owners. 3.7(i) The Fund shall provide the Companies with printed copies of Fund annual and semiannual reports in such quantity as the Companies shall reasonably require for distributing to Contract owners, with expenses to be borne in accordance with Schedule C hereto. 3.4. The If and to the extent required by law and the Mixed and Shared Funding Exemptive Order, each Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio(s) shares held in each Account in accordance with instructions timely received from Contract owners; and (iii) vote Fund Designated Portfolio shares held in each Account for which no instructions have been received in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund shares held in its general account and in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.8. (iv) assure that each of its separate accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Fund for this purpose. 3.5. Each Company shall be responsible for assuring that each of their separate accounts it’s Accounts participating in a Designated Portfolio calculates voting privileges as required by in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt adopt, provided, however, the Companies shall be free to vote Designated Portfolio shares attributable to each Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in writingSection 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and At least annually, the parties’ agreement to use Distributor shall provide the Company with as many printed copies of the Fund Prospectus or the Fund’s then current summary prospectuses, prospectus (as such term is defined in Rule 498 under the 1933 ActAct or any successor provision) (“Fund Summary Prospectus”), and any supplements thereto, for each Designated Portfolio as the Underwriter Company may reasonably request for distribution to Contract owners. If requested by the Company the Fund or Distributor shall provide the Company with as many printed copies such documentation (including a camera-ready copy of the Fund’s current summary and statutory prospectuses Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (and supplements theretoin print ready PDF format) of the documents, all as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is such prospectuses are amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with Prospectus or Fund Summary Prospectus printed, as the case may be, to the extent permitted by applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 law or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Company. The Company Expenses associated with providing such documentation shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and be allocated in accordance with, Rule 498 and all other applicable lawswith Schedule C hereto. The Fund shall use its best efforts to provide the Fund’s summary prospectuses Summary Prospectuses and statutory prospectuses (which only includes the Fund portfolios Designated Portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other specified date as mutually agreed upon by the Fund or its agent and the Company. (ai) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (bii) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web sitewebsite. The Fund documents posted on the Company web site website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site website and fully comply with the requirements of Rule 498. 3.2. Subject If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to Section 6.1 and all Contract owners, then the parties’ agreement to not use summary prospectusesFund or Distributor, as such term is defined in Rule 498 under the 1933 Actappropriate, the Underwriter shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as many the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s current statutory prospectuses (proxy material, reports to stockholders, and supplements theretoother communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by require to permit timely distribution thereof to Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto)or Schwab, the Fund or Distributor shall provide an electronic copy of such documentation (including in a final copy format suitable for posting on an Internet website maintained by or on behalf of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costsand/or Schwab. In lieu of all or part of the foregoing reimbursementsforegoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.7(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shall reasonably require for distributing to Contract owners, with expenses to be borne in accordance with Schedule C hereto. 3.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Fund Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company will reserves the right to vote Fund shares held in its general account and in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.83.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt adopt, provided however, the Company shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Order is superseded by SEC or administrative practice (including no-action relief). The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Order. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in writingSection 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or 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 parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company Company, at the Company's expense, with as many printed copies of the Fund’s 's current summary and statutory prospectuses (and supplements thereto) prospectus describing only those Portfolios set forth on Schedule 2, as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Fund Underwriter shall bear print and distribute, at the expense of printing and delivering (including postage) Fund's or Underwriter's expense, as many copies of the current summary said prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) as necessary for the Contracts that will be distributed distribution to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Companycontractowners or partici pants. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory a current prospectus describing only those Portfolios set forth on Schedule 2, set in print ready PDF format type at the Fund’s expense) 's expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the summary Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus for the Contracts and the Fund’s summary 's new prospectus bound printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, maydocument, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, such case the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements bear its share of Rule 498expenses as described above. 3.2. Subject to Section 6.1 and The Fund's prospectus shall state that the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies Statement of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus Additional Information for the Fund is amended) to have available from the prospectus for Underwriter or alternatively from the Contracts Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund)) shall provide such Statement, at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for to any owner of or participant under a Contract who requests such SAIStatement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.53.3. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (existing contractowners or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersparticipants. 3.73.4. The If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote the Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company will reserves the right to vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Exemptive Order Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and consistent with any reasonable standards that in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may adopt and provide in writingpromulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.12.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter Walnut Street shall provide the Company General American, at General American's expense, with as many printed copies of the Fund’s Capital Company's current summary and statutory prospectuses (and supplements thereto) prospectus as the Company General American may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company General American in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Capital Company shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus as set in print ready PDF format type at the Fund’s Capital Company's expense) and other assistance as is reasonably necessary in order for the Company General American once each year (or more frequently if the summary prospectus for the Fund Capital Company is amended) to have the prospectus or private offering memorandum for the Contracts and the Fund’s summary Capital Company's prospectus bound printed together in one document in accordance with applicable lawdocument, including but not limited to, Rule 498 under the 1933 Actsuch printing to be at General American's expense. 2.2. The Capital Company's prospectus shall state that a statement of additional information for Capital Company is available from Capital Company, may, in at its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SECexpense. The Capital Company shall deliver the summary prospectus and/or statutory prospectus provide such statement of additional information free of charge to existing General American and to any owner of a Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Companyprospective owner who requests such statement. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the 2.3. Capital Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed General American with copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such informationproxy material, which notice will describe in detail the manner in which the Company proposes reports to modify the informationshareholders, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company General American shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract ownersOwners. 3.72.4. The Company If and to the extent required by law, General American shall: (i) solicit voting instructions from Contract owners; Owners; (ii) vote the Fund shares in accordance with instructions received from Contract ownersOwners; and and (iii) vote Fund Capital Company shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Fund for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or Contract Owners. General American reserves the right to the extent otherwise required by law. The vote as it sees fit Capital Company will vote Fund shares held in any segregated asset account Account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract ownersits own right, to the extent permitted by law. 3.82.5. Participating Insurance Companies shall be responsible Capital Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular Capital Company will either provide for assuring that each annual meetings or comply with the requirements of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by Sec.16 (a) of the Shared Funding Exemptive Order 1940 Act with respect to periodic elections of directors and consistent with any reasonable standards that whatever rules the Fund SEC may adopt and provide in writingpromulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary 5.1 The Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such term is defined in Rule 498 Variable Contract Owners under the 1933 Act, the Underwriter applicable federal or state law. 5.2 The Distributor shall provide the Company Insurer with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering Fund as the Contracts issued by the CompanyInsurer may reasonably request. If requested by the Company Insurer in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory Fund's prospectus as set in print type or in camera-ready PDF format at the Fund’s expensecopy) and other assistance as is reasonably necessary in order for the Company once each year (Insurer to either print a stand-alone document or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound print together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Fund’s summary , or a document combining the Fund prospectus with summary prospectuses and statutory prospectuses for of other investment options under funds in which the Variable Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will may be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably requestinvested. The Fund shall bear the expense of printing and delivering (including postage) copies of the its current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts prospectus that will be distributed to existing Variable Contract owners who allocate Contract value to any Fund investment option. The Company Owners, and the Insurer shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses 's prospectus that are used in connection with offering the Variable Contracts issued by the Company. If requested by Insurer. 5.3 The Fund and the Company in lieu of receiving printed Distributor shall provide, at the Fund's expense, such copies of the Fund’s statutory prospectuses 's current Statement of Additional Information (and supplements thereto)"SAI") as may reasonably be requested, the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the statutory prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s statutory prospectus printed. The Fund shall use its best efforts to provide the Fund’s Prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent Insurer and the Company. 3.3. The Underwriter (or the Fund), at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Variable Contract issued by the Insurer who requests such SAIXXx. 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. 5.4 The Fund, at its expense, shall provide the Company Insurer with printed copies of Fund annual and semi-annual reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material statements, periodic reports to shareholders, and other communications to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract ownersowners of Variable Contracts issued by the Insurer. The Fund Fund, at the Insurer's expense, shall reimburse provide the Company Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for usual, customary and reasonable costs incurred by the Company use in connection with delivery (including postage) of offering the proxy materials (or similar materials such as voting solicitation instructions)Variable Contracts issued by the Insurer. If requested by the Insurer, as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In in lieu of all or part of the foregoing reimbursementsthereof, the Fund may elect to retain, at its own expense, shall provide such documentation (including a proxy solicitation firm to perform some or all final copy of the tasks Fund's proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company Insurer to obtain voting instructions from Contract ownersprint such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. 3.7. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, 5.5 For so long as and to the extent that the SEC continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote shares of each Portfolio of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Portfolio. The Insurer shall vote shares of a Portfolio of the Fund held in a Separate Account or a subaccount thereof that are attributable to the extent otherwise required by law. The Company will vote Fund Variable Contracts as to which no timely instructions are received, as well as shares held in any segregated asset account such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as Fund shares the votes cast by owners of such portfolio for which the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been received from Contract ownerstimely received. The Insurer shall vote shares of each Portfolio of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the extent permitted by lawPortfolio held in all Separate Accounts of the Insurer or subaccounts thereof, in the aggregate. 3.85.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its prospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board of Trustees of the Fund will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. Participating Insurance Companies shall The Fund hereby notifies the Insurer that prospectus disclosure may be responsible for assuring that each appropriate regarding potential risks of their offering shares of the Fund to separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order funding both variable annuity contracts and consistent with any reasonable standards that the Fund may adopt variable life insurance policies and provide in writingto separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the The Underwriter shall provide the Company with as many printed copies of the Fund’s Funds’ current summary and statutory prospectuses (and supplements thereto) describing only the Classes of the Funds listed on Schedule B as the Company may reasonably request. The Fund Underwriter shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) profiles for the Contracts Fund that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The owners, and the Company shall bear the expense of printing and delivering (including postage) copies of the FundContract’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto)thereof, the Fund Underwriter shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format on diskette at the FundUnderwriter’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound Funds’ prospectuses printed together in one document in accordance with applicable law, including but not limited to, Rule 498 under (such printing of the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory Funds’ prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company. (a) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (b) The Company shall be permitted, but not required, to post a copy of the Fund’s summary prospectuses and/or statutory prospectuses on the Company’s web site. The Fund documents posted on the Company web site are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s web site and fully comply with the requirements of Rule 498. 3.2. Subject to Section 6.1 and the parties’ agreement to not use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new statutory prospectus in PDF format at the FundUnderwriter’s expense) and other assistance as is reasonably necessary in order for , In the event that Company once each year (or more frequently if the statutory prospectus for the Fund is amended) determines to have the prospectus and/or periodic shareholder reports for the Contracts and the Fund’s statutory prospectus printedand/or periodic reports to shareholders printed together in one document, the Fund, its designee or the Underwriter shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) for those pages that contain the Fund’s prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. The Fund Company shall use its best efforts to provide minimize such printing costs. 3.2. The Funds’ prospectuses shall state that the Fund’s Prospectuses current Statements of Additional Information (which only includes the “SAI”) for each Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent is available, and the Company. 3.3. The Underwriter (or the Fund)Underwriter, at its expense, shall provide a reasonable number of printed copies (and an electronic copy in print ready PDF format) of the current such SAI (and supplements thereto) for the Fund free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.43.3. The Fund Underwriter shall provide the Company with information regarding the each Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.53.4. The FundUnderwriter, at its expense, shall provide the Company with printed copies of Fund annual and semi-annual each Fund’s proxy materials, reports (in addition to an electronic copy in print ready PDF format) in such quantity as the Company shall reasonable require for distributing to Contract owners. The Fund shall reimburse the Company for costs incurred by the Company in connection with delivery (including postage) of the Fund annual and semi-annual reports. 3.6. The Fundshareholders, at its expense, or at the expense of its designee, shall provide the Company with printed copies of its proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery (including postage) of the proxy materials (or similar materials such as voting solicitation instructions), as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.73.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares Shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares Shares for which no instructions have been received in the same proportion as Fund shares Shares of such portfolio Fund for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares Shares held in any segregated asset account in the same proportion as Fund shares Shares of such portfolio Fund for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.