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

Prospectuses and Proxy Statements; Voting. 5.1. Each Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide each Company with as many copies of the current prospectus of the Fund as that Company may reasonably request. If requested by a Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those Variable Contracts issued by that Company. 5.3. The Fund and the Distributor shall provide (1) at the Fund's expense, one copy of the Fund's current Statement of Additional Information ("SAI") to each Company and to any owner of a Variable Contract issued by a Company who requests such SAI, (2) at a Company's expense, such additional copies of the Fund's current SAI as that Company shall reasonably request and that that Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that Company. 5.4. The Fund, at its expense, shall provide a Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that Company. The Fund, at a Company's expense, shall provide that Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that Company shall reasonably request for use in connection with offering the Variable Contracts issued by that Company. If requested by a Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that Company. 5.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, each Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof that is registered as an investment company under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by that Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. Each Company shall vote shares of a Series of the Fund held in a such a registered Separate Account or a subaccount thereof that are attributable to its Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to its Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each Company shall vote shares of each Series of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Series held in all Separate Accounts of that Company or subaccounts thereof, whether or not registered, in the aggregate. 5.6. The Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts and, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies that prospectus disclosure may be appropriate, to the extent pertinent, regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.1. Each The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide each the Company with as many copies of the current prospectus of the Fund as that the Company may reasonably request. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those the Variable Contracts issued by that the Company. 5.3. The Fund and the Distributor shall provide (1) at the Fund's expense, one copy of the Fund's current Statement of Additional Information ("SAI") to each the Company and to any owner of a Variable Contract issued by a the Company who requests such SAI, (2) at a Companythe Com- pany's expense, such additional copies of the Fund's current SAI as that the Company shall reasonably request and that that the Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that the Company. 5.4. The Fund, at its expense, shall provide a the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that the Company. The Fund, at a the Company's expense, shall provide that the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably request for use in connection with offering the Variable Contracts issued by that the Company. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that the Company. 5.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 ActAct ("Registered Separate Accounts"), each the Company shall vote shares of each Series of the Fund held in a Registered Separate Account Accounts or a subaccount thereof that is registered as an investment company under the 1940 Actsubaccounts thereof, at regular and special meetings of the Fund in accordance with instructions timely received by that the Company (or its designated agent) from owners of Variable Contracts funded by such Registered Separate Account Accounts or subaccount subaccounts thereof having a voting interest in the Series. Each The Company shall vote shares of a Series of the Fund held in a such a registered Registered Separate Account Accounts or a subaccount subaccounts thereof that are attributable to its the Variable Contracts as to which no timely instructions are received, as well as shares held in such Registered Separate Account Accounts or subaccount subaccounts thereof that are not attributable to its the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each The Company shall vote shares of each Series of the Fund held in its general accountaccount or in any Separate Account that is not registered under the 1940 Act, if any, in its discretion or in the same proportion as the votes cast with respect to shares of the Series held in all Registered Separate Accounts of that the Company or subaccounts thereof, whether or not registered, in the aggregate. The Company agrees to take steps so that each Registered Separate Account or subaccount thereof investing in the Fund calculates voting privileges in a reasonable manner which will be communicated to the Company by the Fund and that such manner will be consistent with other registered variable annuity or variable life insurance separate accounts investing in the Fund. 5.6. The To the extent applicable, the Fund shall disclose in its prospectus or Statement of Additional Informationprospectus, to the extent pertinentin substance, that that: (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts andcontracts, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in irreconcilable conflict, and (3) the Board of Trustees of the Fund will monitor for any material irreconcilable conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies that prospectus disclosure may be appropriate, to the extent pertinent, regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.14.1. Each The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.24.2. The Distributor shall provide each the Company with as many copies of the current prospectus of the Fund as that the Company may reasonably request. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those the Variable Contracts issued by that the Company. 5.34.3. The Fund and the Distributor shall provide (1) at the Fund's expense, one copy of the Fund's current Statement of Additional Information ("SAI") to each the Company and to any owner of a Variable Contract issued by a the Company who requests such SAI, (2) at a the Company's expense, such additional copies of the Fund's current SAI as that the Company shall reasonably request and that that the Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that the Company. 5.44.4. The Fund, at its expense, shall provide a the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that the Company. The Fund, at a the Company's expense, shall provide that the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably request for use in connection with offering the Variable Contracts issued by that the Company. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that the Company. 5.54.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 ActAct ("Registered Separate Accounts"), each the Company shall vote shares of each Series of the Fund held in a Registered Separate Account Accounts or a subaccount thereof that is registered as an investment company under the 1940 Actsubaccounts thereof, at regular and special meetings of the Fund in accordance with instructions timely received by that the Company (or its designated agent) from owners of Variable Contracts funded by such Registered Separate Account Accounts or subaccount subaccounts thereof having a voting interest in the Series. Each The Company shall vote shares of a Series of the Fund held in a such a registered Registered Separate Account Accounts or a subaccount subaccounts thereof that are attributable to its the Variable Contracts as to which no timely instructions are received, as well as shares held in such Registered Separate Account Accounts or subaccount subaccounts thereof that are not attributable to its the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each The Company shall vote shares of each Series of the Fund held in its general accountaccount or in any Separate Account that is not registered under the 1940 Act, if any, in its discretion or in the same proportion as the votes cast with respect to shares of the Series held in all Registered Separate Accounts of that the Company or subaccounts thereof, whether or not registered, in the aggregate. 5.6. The Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts and, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies that prospectus disclosure may be appropriate, to the extent pertinent, regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.1. Each The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide each the Company with as many copies of the current prospectus of the Fund as that the Company may reasonably request. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file type or in camera-ready copycopy as defined by the Fund) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund or Adviser shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those the Variable Contracts issued by that the Company. 5.3. The Fund and the Distributor shall provide (1) at the Fund's expense, one copy of the Fund's current Statement of Additional Information ("SAI") to each the Company and to any owner of a Variable Contract issued by a the Company who requests such SAI, (2) at a the Company's expense, such additional copies of the Fund's current SAI as that the Company shall reasonably request and that that Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that Companyrequest. 5.4. The Fund, at its expense, shall provide a the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that the Company. The Fund, at a the Company's expense, shall provide that the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably request for use in connection with offering the Variable Contracts issued by that the Company. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copycopy as defined by the Fund) and other assistance as reasonably necessary in order for that the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that the Company. 5.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 ActAct ("Registered Separate Accounts"), each the Company shall vote shares of each Series of the Fund held in a Registered Separate Account Accounts or a subaccount thereof that is registered as an investment company under the 1940 Actsubaccounts thereof, at regular and special meetings of the Fund in accordance with instructions timely received by that the Company (or its designated agent) from owners of Variable Contracts funded by such Registered Separate Account Accounts or subaccount subaccounts thereof having a voting interest in the Series. Each The Company shall vote shares of a Series of the Fund held in a such a registered Registered Separate Account Accounts or a subaccount subaccounts thereof that are attributable to its the Variable Contracts as to which no timely instructions are received, as well as shares held in such Registered Separate Account Accounts or subaccount subaccounts thereof that are not attributable to its the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each The Company shall vote shares of each Series of the Fund held in its general accountaccount or in any Separate Account that is not registered under the 1940 Act, if any, in its discretion or in the same proportion as the votes cast with respect to shares of the Series held in all Registered Separate Accounts of that the Company or subaccounts thereof, whether or not registered, in the aggregate. In the event that the Shared Funding Exemptive Order requires all Participating Insurance Companies to calculate voting privileges in substantially the same manner, the Company agrees to take steps so that each Registered Separate Account or subaccount thereof investing in the Fund calculates voting privileges substantially in the manner established by the Fund, provided that such manner is reasonable and communicated to the Company by the Fund. 5.6. The To the extent applicable, the Fund shall disclose in its prospectus or Statement of Additional Informationprospectus, to the extent pertinentin substance, that that: (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts andcontracts, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in irreconcilable conflict, and (3) the Board of Directors/Trustees of the Fund will monitor for any material irreconcilable conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies that prospectus disclosure may be appropriate, to the extent pertinent, regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.1. Each Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide each Company with as many copies of the current prospectus of the Fund as that Company may reasonably request. If requested by a Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those Variable Contracts issued by that Company. 5.3. The Fund and the Distributor shall provide (1) at the Fund's expense, one copy of the Fund's current Statement of Additional Information ("SAI") to each Company and to any owner of a Variable Contract issued by a Company who requests such SAI, (2) at a Company's expense, such additional copies of the Fund's current SAI as that Company shall reasonably request and that that Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that Company. 5.4. The Fund, at its expense, shall provide a Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that Company. The Fund, at a Company's expense, shall provide that Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that Company shall reasonably request for use in connection with offering the Variable Contracts issued by that Company. If requested by a Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that Company. 5.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, each Company shall vote shares of each Series of the Fund held held in a Separate Account or a subaccount thereof that is registered as an investment company under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by that Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. Each Company shall vote shares of a Series of the Fund held in a such a registered Separate Account or a subaccount thereof that are attributable to its Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to its Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each Company shall vote shares of each Series of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Series held in all Separate Accounts of that Company or subaccounts thereof, whether or not registered, in the aggregate. 5.6. The Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts and, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies that prospectus disclosure may be appropriate, to the extent pertinent, regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.1. Each Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide each Company with as many copies of the current prospectus of the Fund as that Company may reasonably request. If requested by a Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's ’s prospectus as set in type, electronic file or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each Company shall bear the expense of printing copies of the Fund's ’s prospectus that are used in connection with offering those Variable Contracts issued by that Company. 5.3. The Fund and the Distributor shall provide (1) at the Fund's ’s expense, one copy of the Fund's ’s current Statement of Additional Information ("“SAI"”) to each Company and to any owner of a Variable Contract issued by a Company who requests such SAI, (2) at a Company's ’s expense, such additional copies of the Fund's ’s current SAI as that Company shall reasonably request and that that Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that Company. 5.4. The Fund, at its expense, shall provide a Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that Company. The Fund, at a Company's ’s expense, shall provide that Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that Company shall reasonably request for use in connection with offering the Variable Contracts issued by that Company. If requested by a Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's ’s proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that Company. 5.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, each Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof that is registered as an investment company under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by that Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. Each Company shall vote shares of a Series of the Fund held in a such a registered Separate Account or a subaccount thereof that are attributable to its Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to its Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each Company shall vote shares of each Series of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Series held in all Separate Accounts of that Company or subaccounts thereof, whether or not registered, in the aggregate. 5.6. The Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts and, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies that prospectus disclosure may be appropriate, to the extent pertinent, regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.1. Each 5.1 The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. 5.2 The Distributor shall provide each the Company with as many copies of the current prospectus of the Fund as that the Company may reasonably request. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those the Variable Contracts issued by that the Company. 5.3. 5.3 The Fund and the Distributor shall provide (1) at the Fund's expense, one copy of the Fund's current Statement of Additional Information ("SAI") to each the Company and to any owner of a Variable Contract issued by a the Company who requests such SAI, (2) at a the Company's expense, such additional copies of the Fund's current SAI as that the Company shall reasonably request and that that the Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that the Company. 5.4. 5.4 The Fund, at its expense, shall provide a the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that the Company. The Fund, at a the Company's expense, shall provide that the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably request for use in connection with offering the Variable Contracts issued by that the Company. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that the Company. 5.5. 5.5 For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, each the Company shall vote shares of each Series Portfolio of the Fund held in a Separate Account or a subaccount thereof that is thereof, whether or not registered as an investment company under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by that the Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the SeriesPortfolio. Each The Company shall vote shares of a Series Portfolio of the Fund held in a such a registered Separate Account or a subaccount thereof that are attributable to its the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to its the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series Portfolio from whom instructions have been timely received. Each The Company shall vote shares of each Series 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 Series Portfolio held in all Separate Accounts of that the Company or subaccounts thereof, whether or not registered, in the aggregate. 5.6. 5.6 The Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series Portfolios of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts andcontracts, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series Portfolio might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies Company that prospectus disclosure may be appropriate, to the extent pertinent, appropriate regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.14.1. Each The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that the Company as required to be distributed to such Variable Contract Owners owners under applicable federal or state law. 5.24.2. The Distributor shall provide each the Company initially with as many 5000 copies and a PDF version of the current prospectus of the Fund as that Company may reasonably requestFund. If requested by a the Company in lieu thereof, the Fund Distributor shall provide such documentation (including a final copy of the Fund's ’s prospectus as set in type, electronic file type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund or the Distributor shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those Variable Contracts issued by that Companyowners. 5.34.3. The Fund and the Distributor shall provide (1) at the Fund's expense, one copy of the Fund's ’s current Statement of Additional Information ("SAI") SAI to each the Company and to any owner of a Variable Contract issued by a the Company who requests such SAISAI without any expense to the Company, and (2) at a the Company's ’s expense, such additional copies of the Fund's ’s current SAI as that the Company shall reasonably request and that that the Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that the Company. 5.44.4. The Fund, at its expense, Distributor shall provide a the Company with copies of its the Fund’s proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that the Company, without expense to the Company. The Fund, at a Company's expense, Distributor shall provide that the Company with copies of its the Fund’s periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably request for use in connection with offering the Variable Contracts issued by that the Company, without expense to the Company. If requested by a the Company in lieu thereof, the Fund Distributor shall provide such documentation (including a final copy of the Fund's ’s proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that the Company, such printing and distribution to be at the expense of the Distributor. 5.54.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, each the Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof that is registered as an investment company under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by that the Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series, to the extent required by applicable law. Each In that event, the Company shall vote shares of a Series of the Fund held in a such a registered Separate Account or a subaccount Subaccounts thereof that are attributable to its the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount sub accounts thereof that are not attributable to its the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each The Company shall vote shares of each Series of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Series held in all Separate Accounts of that the Company or subaccounts sub accounts thereof, whether or not registered, in the aggregate. 5.6. The Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts and, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies that prospectus disclosure may be appropriate, to the extent pertinent, regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, to separate accounts funding Variable Contracts of unaffiliated life insurance companiesrequired by applicable law.

Prospectuses and Proxy Statements; Voting. 5.1. Each 5.1 The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that the Company as required to be distributed to such Variable Contract Owners under applicable federal or state lawlaws. 5.2. 5.2 The Distributor shall provide each the Company with as many copies of the current prospectus of the Fund as that the Company may reasonably request. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each the Company shall bear the expense of printing copies of the Fund's prospectus that 13 14 are used in connection with offering those the Variable Contracts issued by that the Company. 5.3. 5.3 The Fund and the Distributor shall provide (1) at the Fund's expense, one copy Company with as many copies of the Fund's current Statement of Additional Information ("SAI") of the Fund as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's SAI as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to each print together in one document the current SAI for the Variable Contracts issued by the Company and the current SAI for the Fund. The Fund shall bear the expense of printing copies of its current SAI that may be distributed to any owner of a existing Variable Contract issued by a Owners, and the Company who requests such SAI, (2) at a Company's expense, such additional shall bear the expense of printing copies of the Fund's current SAI as that Company shall reasonably request and that that Company shall require in accordance with applicable law are used in connection with offering the Variable Contracts issued by that the Company. 5.4. 5.4 The Fund, at its expense, shall provide a the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that Companythe Company and to state insurance authorities. The Fund, at a the Company's expense, shall provide that the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably request for use in connection with offering the Variable Contracts issued by that the Company. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for that the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that the Company. 5.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, each Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof that is registered as an investment company under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by that Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. Each Company shall vote shares of a Series of the Fund held in a such a registered Separate Account or a subaccount thereof that are attributable to its Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to its Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each Company shall vote shares of each Series of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Series held in all Separate Accounts of that Company or subaccounts thereof, whether or not registered, in the aggregate. 5.6. The Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts and, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies that prospectus disclosure may be appropriate, to the extent pertinent, regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.1. Each Company 5.1 The Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that Company the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. 5.2 The Distributor shall provide each Company the Insurer with as many copies of the current prospectus of the Fund as that Company the Insurer may reasonably request. If requested by a Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each Company the Insurer shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those the Variable Contracts issued by that Companythe Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Insurer to either print a stand-alone document or print together in one document the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Fund, or a document combining the Fund prospectus with prospectuses of other funds in which the Variable Contracts may be invested. 5.3. 5.3 The Fund and the Distributor shall provide (1) provide, at the Fund's expense, one copy such copies of the Fund's current Statement of Additional Information ("SAI") as may reasonably be requested, to each Company the Insurer and to any owner of a Variable Contract issued by a Company the Insurer who requests such SAI, (2) at a Company's expense, such additional copies of the Fund's current SAI as that Company shall reasonably request and that that Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that Company. 5.4. 5.4 The Fund, at its expense, shall provide a Company the Insurer with copies of its proxy materialstatements, periodic reports to shareholders shareholders, and other communications to shareholders in such quantity as that Company the Insurer shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that Companythe Insurer. The Fund, at a Companythe Insurer's expense, shall provide that Company the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that Company the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by that Companythe Insurer. If requested by a Company the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materialsstatements, periodic reports to shareholders shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that Company the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by that Companythe Insurer. 5.5. 5.5 For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, each Company the Insurer shall vote shares of each Series Portfolio of the Fund held in a Separate Account or a subaccount thereof that is thereof, whether or not registered as an investment company under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by that Company 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 SeriesPortfolio. Each Company The Insurer shall vote shares of a Series Portfolio of the Fund held in a such a registered Separate Account or a subaccount thereof that are attributable to its the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to its the Variable Contracts and owned beneficially by the Company Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series Portfolio from whom instructions have been timely received. Each Company The Insurer shall vote shares of each Series 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 Series Portfolio held in all Separate Accounts of that Company the Insurer or subaccounts thereof, whether or not registered, in the aggregate. 5.6. The 5.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series of the Fund are offered is intended to affiliated or unaffiliated insurance company separate accounts which fund both be a funding vehicle for variable annuity and variable life insurance contracts andoffered by various insurance companies, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflictmaterial irreconcilable conflicts possibly may arise, and (3) the Board of Trustees of the Fund will monitor for events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be takentaken in response to any such conflict. The Fund hereby notifies the Companies Insurer that prospectus disclosure may be appropriate, to the extent pertinent, appropriate regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 5.1. Each The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by that the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide each the Company with as many copies of the current prospectus of the Fund as that the Company may reasonably request. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's prospectus as set in type, electronic file type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and each the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering those the Variable Contracts issued by that the Company. 5.3. The Fund and the Distributor shall provide (1) at the Fund's expense, one copy of the Fund's current Statement of Additional Information ("SAI") to each the Company and to any owner of a Variable Contract issued by a the Company who requests such SAI, (2) at a the Company's expense, such additional copies of the Fund's current SAI as that the Company shall reasonably request and that that the Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by that the Company. 5.4. The Fund, at its expense, shall provide a the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by that the Company. The Fund, at a the Company's expense, shall provide that the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as that the Company shall reasonably request for use in connection with offering the Variable Contracts issued by that the Company. If requested by a the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for that the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by that the Company. 5.5. For so long as the SEC interprets the 1940 Act to require pass-pass- through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, each the Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof that is thereof, whether or not registered as an investment company under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by that the Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. Each The Company shall vote shares of a Series of the Fund held in a such a registered Separate Account or a subaccount thereof that are attributable to its the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to its the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. Each The Company shall vote shares of each Series of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Series held in all Separate Accounts of that the Company or subaccounts thereof, whether or not registered, in the aggregate. 5.6. The Fund shall disclose in its prospectus or Statement of Additional Information, to the extent pertinent, that (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts andcontracts, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be taken. The Fund hereby notifies the Companies Company that prospectus disclosure may be appropriate, to the extent pertinent, appropriate regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies, policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.