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

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the current prospectus for each Designated Portfolio as GWL&A and Schwab may reasonably request for distribution to Contract owners. If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor or Adviser shall provide such documentation (including a camera-ready copy of each Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwab. The Fund, Distributor, and Adviser agree that the prospectus for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable laws require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser, as appropriate, shall provide GWL&A with copies of the Fund's SAI for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E hereto, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, 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 GWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E hereto, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. 3.4. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersOwners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdvisor, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersOwners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabOwners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersOwners as required by applicable law. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: : (i) solicit voting instructions from Contract ownersOwners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Owners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersOwners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule D hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios or series that may be in the Fund unless required by law. 3.4. If and to Adviser, neither the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; (ii) vote Fund, the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be Distributor nor Adviser are responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 content of the 1940 Act requiring voting by shareholders, and in particular prospectus or SAI for 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect theretoContracts.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Fund and/or Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor Adviser or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. If requested by GWL&A or Schwab, the Fund, Distributor or The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or Schwab). 3.3. The Fund, Distributor Fund and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested by It is understood and agreed that, except with respect to information regarding GWL&A or SchwabSchwab provided in writing by that party, neither GWL&A nor Schwab are responsible for the Fund, Distributor content of the prospectus or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Adviser or the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be provided in writing by the Fund unless required by lawor the Adviser, neither the Fund nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. If and to the extent required by law GWL&A shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.Contractowners;

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract). If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the Fund, Distributor Adviser or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Adviser shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or docu- mentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. If requested by GWL&A or Schwab, the Fund, Distributor or The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Distributor Fund and/or the Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Adviser or the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be provided in writing by the Fund unless required by lawor the Adviser, neither the Fund nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by FirstGWL&A and the Fund. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser Distributor or Distributor Fund shall provide GWL&A and Schwab with as many printed copies a camera-ready copy and/or computer diskette of the current prospectus for each the Designated Portfolio as GWL&A and Schwab may reasonably request for distribution to Contract owners. If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor or Adviser shall provide such documentation (including a camera-ready copy of each Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestPortfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Distributor shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The Fund, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Fund and/or the Distributor and/or Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by lawlaw and the Mixed and Shared Funding Exemptive Order. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges privileges, and the Fund shall provide FirstGWL&A with appropriate assistance in a manner consistent with the standards set forth in fulfilling such responsibility. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate in the future with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract). If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the Fund, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Distributor shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The Fund, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Fund and/or the Distributor and/or Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as agreed to by FirstGWL&A and the standards set forth in Fund. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab Allianz with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab Allianz may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by GWL&A or Schwab Allianz in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab Allianz once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A Allianz with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A Allianz may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabAllianz). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab Allianz with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A Allianz may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding Allianz provided in writing by GWL&A that party, Allianz shall not be responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A Allianz shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A Allianz reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies Allianz shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by Allianz and the Fund. The Fund agrees to promptly notify Allianz of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantitiesquanti- ties, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders stock- holders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested by It is understood and agreed that, except with respect to information regarding GWL&A or SchwabSchwab provided in writing by that party, neither GWL&A nor Schwab are responsible for the content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, Distributor or nor Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials are responsible for the Designated Portfolio(s) will describe only content of the Designated Portfolio(s) and will not name prospectus or describe any other Portfolios or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that . GWL&A shall be free to vote Designated Portfolio shares attributable to fulfill its obligations under, and abide by the Account in any manner permitted by applicable lawterms of, to the extent the Mixed and Shared Funding Order is superseded by SEC or administrative practice (including no-action relief)Exemptive Order. 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FIRSTGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FIRSTGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A or Schwab FIRSTGWL&A in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FIRSTGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A FIRSTGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FIRSTGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FIRSTGWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A FIRSTGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FIRSTGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FIRSTGWL&A or Schwab provided in writing by GWL&A that party, neither FIRSTGWL&A nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund or its Designated Portfolio(s) and will not name ), the Distributor or describe any other Portfolios the Adviser, respectively, provided in writing by the Fund, the Distributor or series that may be in the Fund unless required by lawAdviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. If and to the extent required by law GWL&A FIRSTGWL&A shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.Contractowners;

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract). If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the Fund, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Distributor shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The Fund, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Fund and/or the Distributor and/or Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by FirstGWL&A and the Fund. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.8. To the extent allowed under applicable federal and state law, neither FirstGWL&A nor Schwab shall in any way recommend or oppose or interfere with the solicitation of proxies for Fund shares held by the Account on behalf of Contractowners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion. Neither FirstGWL&A nor Schwab will initiate or solicit Contractowners to initiate any proxy solicitation except to the extent that the failure by FirstGWL&A or Schwab to so initiate or solicit would, under the circumstances, be in contravention with applicable federal or state law.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Fund or the Adviser or Distributor shall provide GWL&A First Transamerica and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A First Transamerica and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersowners with respect to new sales of a Contract). If requested by GWL&A or Schwab First Transamerica in lieu thereof, the Fund, Distributor Adviser or Adviser Fund shall provide such documentation (including a camera-ready copy of each Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic final copy of the documents in a format suitable new prospectus for posting on an Internet website, all as GWL&A and Schwab may reasonably requestthe Designated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab First Transamerica once each year (or more frequently if the prospectuses prospectus for the Designated Portfolio(s) Portfolio are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectus, and semi- annual and annual reports for the Designated Portfolio(s) provided pursuant to this Section 3.1 will describe described only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or Federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownerspurchasers, then the Fund, Distributor and/or Adviser or the Adviser, as appropriate, Fund shall provide GWL&A First Transamerica with copies of the Fund's SAI for the Designated Portfolio(s) or documentation thereof in such quantities, quantities and/or with expenses to be borne in accordance with Schedule E hereto, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersF hereof. 3.3. If requested by GWL&A The Fund or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy First Transamerica and Schwab with as many copies of the Fund Fund's SAI in a format suitable for posting on an Internet website maintained by or on behalf as each of GWL&A and/or Schwabthem may reasonably request. The Fund, Distributor and/or Fund or the Adviser, as appropriate, Adviser shall also provide SAIs such SAI to any owner of a Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or Schwab). 3.33.4. The Fund, Distributor and/or Adviser Fund shall provide GWL&A and Schwab First Transamerica with copies of the Fund's its prospectus, SAI, proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E hereto, quantity as GWL&A may First Transamerica shall reasonably require to permit timely distribution thereof for distributing to Contract owners. 3.5. If requested It is understood and agreed that, except with respect to information regarding First Transamerica or Schwab provided in writing by GWL&A that party, neither First Transamerica nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, Adviser or the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be provided in writing by the Fund unless required by lawor the Adviser, neither the Fund nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.6. If and to the extent required by law GWL&A law, First Transamerica shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Designated Portfolio(s) Portfolio shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) Portfolio shares for which 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 pass-through voting privileges for variable contract owners. GWL&A First Transamerica reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.7. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a the manner consistent with required by the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies . First Transamerica's procedures currently are in complying compliance with such standards and provided further that GWL&A shall be free requirements, as described in Schedule G. The Fund agrees to vote Designated Portfolio shares attributable to promptly notify First Transamerica of any changes of interpretations or amendments of 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)Exemptive Order. 3.63.8. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. The Fund reserves the right, upon 45 days prior written notice to First Transamerica and Schwab, to take all actions, including but not limited to, the dissolution, merger, and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of The Commonwealth of Massachusetts and the 1940 Act.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersOwners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdvisor, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy of each Designated Portfolio's current prospectus as set in type, a computer diskette containing such documents information in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersOwners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabOwners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersOwners as required by applicable law. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Owners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersOwners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by FirstGWL&A and the Fund. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule D hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documenta tion thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersOwners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor Advisor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwab. The Fund, Distributor, and Adviser agree that the prospectus for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E heretoone document. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersOwners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersOwners. If requested by GWL&A or Schwab, the Fund, Distributor or The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner Owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A). GWL&A shall promptly provide the Fund SAI to any Contract Owner or Schwab).prospective owner who requests such SAI from GWL&A. 3.3. The Fund, Distributor Fund and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersOwners as required by applicable law. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Adviser or the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be provided in writing by the Fund unless required by lawor the Adviser, neither the Fund, nor the Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Owners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersOwners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, shareholders and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 holding of the 1940 Act not to require such shareholder 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide GWL&A and Schwab PLAIC with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab PLAIC may reasonably request for marketing purposes (including distribution to Contract owners. owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C. If requested by GWL&A or Schwab PLAIC in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab PLAIC once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that in the future, PLAIC may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund Fund, unless required by law. Expenses Should PLAIC determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or Distributor, as applicable agree to assist PLAIC in obtaining the required information from XXXXX and the expenses associated with providing such documentation shall this form of distribution will be allocated borne in accordance with Schedule E hereto.C. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("“SAI"”) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A PLAIC with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC, as GWL&A PLAIC may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, 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 GWL&A or SchwabPLAIC). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab PLAIC with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC, as GWL&A PLAIC may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless as required by law. 3.4. It is understood and agreed that, except with respect to information regarding PLAIC provided in writing by PLAIC, it is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s). 3.5. The Fund hereby notifies PLAIC that it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law GWL&A law, PLAIC shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Designated Portfolio(s) shares held in the Account Accounts in accordance with instructions received from Contract owners; and and (iii) vote Designated Portfolio shares held in the Account Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A PLAIC reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract). If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor Adviser or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless unless, in the reasonable judgment of the Fund's counsel, such disclosure is required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. If requested by GWL&A The SAIs may name or Schwab, describe portfolios or series other than the Designated Portfolio(s) that may be in the Fund, Distributor or . The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or Schwab). 3.3. The Fund, Distributor Fund and/or the Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested by It is understood and agreed that, except with respect to information regarding GWL&A or SchwabSchwab provided in writing by that party, neither GWL&A nor Schwab are responsible for the Fund, Distributor content of the prospectus or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Adviser or the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be provided in writing by the Fund unless required by lawor the Adviser, neither the Fund nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. If and to the extent required by law GWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund’s current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract owners. Contractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule D hereof If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor or Adviser shall provide such documentation (including a camera-camera ready copy and computer diskette of each the current prospectus for the Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably request( s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's ’s prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The FundFund and Distributor agree that, Distributorprovided there are shareholders of a Designated Portfolio, and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) Portfolio will describe only the Designated Portfolio(s) Portfolio and will not name or describe any other Portfolios portfolios or series that may be in the Fund Fund, unless required by law. Expenses associated with providing such documentation In the event that there are no shareholders of a Designated Portfolio, the prospectus (and semi-annual and annual reports) for the Designated Portfolio shall be allocated in accordance with Schedule E heretocontinue to describe only the Designated Portfolio for so long as the Fund and the Distributor deem reasonable. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI"“SXx”) for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, shall provide GWL&A with copies of the Fund's SAI ’s SXx or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs SAls to any Contract owner Contractowner or prospective owner who requests such SAI SXx from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, Distributor and/or Adviser Fund shall provide GWL&A and Schwab with copies of the Fund's ’s proxy material, reports to stockholders shareholders and other communications to stockholders shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SXx for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor, nor the Adviser is responsible for the content of the prospectus or series that may be in SXx for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that as directed by the Fund shall provide and agreed to by GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.the

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or SchwabSAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, Distributor or nor Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials are responsible for the Designated Portfolio(s) will describe only content of the Designated Portfolio(s) and will not name prospectus or describe any other Portfolios or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by FirstGWL&A and the Fund. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. FirstGWL&A shall fulfill its obligations under, provided howeverand abide by the terms of, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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)Exemptive Order. 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FGWL&A and Schwab with as many printed copies of the current prospectus for each Designated Portfolio as GWL&A FGWL&A and Schwab may reasonably request for distribution to Contract owners. If requested by GWL&A FGWL&A or Schwab in lieu thereof, the Fund, Distributor or Adviser shall provide such documentation (including a camera-ready copy of each Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A FGWL&A and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for GWL&A FGWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A FGWL&A or Schwab. The Fund, Distributor, and Adviser agree that the prospectus for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable laws require that the Statement of Additional Information ("SAI"SAT) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser, as appropriate, shall provide GWL&A FGWL&A with copies of the Fund's SAI for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E hereto, as GWL&A FGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A FGWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A FGWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, 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 GWL&A FGWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A FGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E hereto, as GWL&A FGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A FGWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A FGWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. 3.4. If and to the extent required by law GWL&A FGWL&A shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and and (iii) vote Designated Portfolio shares held in the Account for which no instructions instruction have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A FGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A FGWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A FGWL&A and other Participating Participaimg Insurance Companies in complying with such standards and provided further that GWL&A FGWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersOwners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdvisor, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersOwners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabOwners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersOwners as required by applicable law. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Owners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersOwners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges votes shares in a manner that is consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the . The Fund shall provide agrees to promptly notify GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent changes of interpretations or amendments of the Mixed and Shared Funding Order is superseded by SEC or administrative practice (including no-action relief)Exemptive Order. 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such such. requests will be made to GWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested by It is understood and agreed that, except with respect to information regarding GWL&A or SchwabSchwab provided in writing by that party, neither GWL&A nor Schwab are responsible for the content of the prospectus or SAI for the Designated. Portfolio(s). It is also understood and a reed that, except with respect to ixxxxmation regarding the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, the Distributor, and the Adviser agree that the foregoing materials for or the Designated Portfolio(s) will describe only provided in writing by the Designated Portfolio(s) and will not name Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FGWL&A and Schwab with as many printed copies of the current prospectus for each Designated Portfolio as GWL&A FGWL&A and Schwab may reasonably request for distribution to Contract owners. If requested by GWL&A FGWL&A or Schwab in lieu thereof, the Fund, Fund or Distributor or Adviser shall provide such documentation (including a camera-ready copy of each Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A FGWL&A and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for GWL&A FGWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A FGWL&A or Schwab. Neither FGWL&A nor Schwab shall make any substantive changes to the content of the Designated Portfolio's current prospectus, or make any non-substantive changes that would cause such prospectus not to comply with the requirements of SEC Form N-1A. The Fund, Distributor, and Adviser agree Distributor agrees that the prospectus for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable laws require that the Statement of Additional Information ("SAI"SAT) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser, as appropriate, shall provide GWL&A FGWL&A with copies of the Fund's SAI for the Designated Portfolio(s) in such quantities, with expenses to be borne bome in accordance with Schedule E hereto, as GWL&A FGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A FGWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A FGWL&A and/or Schwab. The Fund, Distributor Distnbutor and/or the Adviser, 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 GWL&A FGWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser as set out in Schedule E, shall provide GWL&A FGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne bome in accordance with Schedule E hereto, as GWL&A FGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A FGWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic .electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A FGWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. 3.4. If and to the extent required by law GWL&A FGWL&A shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor or Adviser shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, and Adviser agree Distributor agrees that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Mixed Fund. 3.7. The Distributor represents and Shared Funding Exemptive Order, provided however, warrants that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract). If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the Fund, Distributor Adviser or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless unless, in the reasonable judgment of the Fund's counsel, such disclosure is required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Adviser shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or docu- mentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. If requested by GWL&A The SAIs may name or Schwab, describe portfolios or series other than the Designated Portfolio(s) that may be in the Fund, Distributor or . The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Distributor Fund and/or the Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Adviser or the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be provided in writing by the Fund unless required by lawor the Adviser, neither the Fund nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by FirstGWL&A and the Fund. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund’s current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract owners. Contractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule D hereof If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor or Adviser shall provide such documentation (including a camera-camera ready copy and computer diskette of each the current prospectus for the Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably request( s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's ’s prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The FundFund and Distributor agree that, Distributorprovided there are shareholders of a Designated Portfolio, and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) Portfolio will describe only the Designated Portfolio(s) Portfolio and will not name or describe any other Portfolios portfolios or series that may be in the Fund Fund, unless required by law. Expenses associated with providing such documentation In the event that there are no shareholders of a Designated Portfolio, the prospectus (and semi-annual and annual reports) for the Designated Portfolio shall be allocated in accordance with Schedule E heretocontinue to describe only the Designated Portfolio for so long as the Fund and the Distributor deem reasonable. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI"“XXx”) for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, shall provide GWL&A with copies of the Fund's SAI ’s XXx or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs SAls to any Contract owner Contractowner or prospective owner who requests such SAI XXx from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, Distributor and/or Adviser Fund shall provide GWL&A and Schwab with copies of the Fund's ’s proxy material, reports to stockholders shareholders and other communications to stockholders shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials XXx for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor, nor the Adviser is responsible for the content of the prospectus or series that may be in XXx for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges as directed by the Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes in a manner consistent with the standards set forth in interpretations of or amendments to the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide GWL&A and Schwab PLICO with as many printed copies of the Fund’s current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab PLICO may reasonably request for marketing purposes (including distribution to Contract owners. owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C. If requested by GWL&A or Schwab PLICO in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab PLICO once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's ’s prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that in the future, PLICO may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund Fund, unless required by law. Expenses Should PLICO determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or Distributor, as applicable agree to assist PLICO in obtaining the required information from EXXXX and the expenses associated with providing such documentation shall this form of distribution will be allocated borne in accordance with Schedule E hereto.C. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("“SAI"”) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A PLICO with copies of the Fund's ’s SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC, as GWL&A PLICO may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, 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 GWL&A or SchwabPLICO). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab PLICO with copies of the Fund's ’s proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC. 3.4. It is understood and agreed that, as GWL&A may reasonably require except with respect to permit timely distribution thereof to Contract owners. If requested information regarding PLICO provided in writing by GWL&A PLICO, PLICO is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law). 3.43.5. If and to the extent required by law GWL&A PLICO shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account Accounts in accordance with instructions received from Contract ownersContractowners; and and (iii) vote Designated Portfolio shares held in the Account Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A PLICO reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's ’s interpretation of the requirements of Section 16 (a16(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. At If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide GWL&A and Schwab PLICO with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab PLICO may reasonably request for marketing purposes (including distribution to Contract owners. owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C. If requested by GWL&A or Schwab PLICO in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab PLICO once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that in the future, PLICO may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund Fund, unless required by law. Expenses Should PLICO determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or Distributor, as applicable agree to assist PLICO in obtaining the required information from XXXXX and the expenses associated with providing such documentation shall this form of distribution will be allocated borne in accordance with Schedule E hereto.C. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("“SAI"”) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A PLICO with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC, as GWL&A PLICO may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, 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 GWL&A or SchwabPLICO). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab PLICO with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC. 3.4. It is understood and agreed that, as GWL&A may reasonably require except with respect to permit timely distribution thereof to Contract owners. If requested information regarding PLICO provided in writing by GWL&A PLICO, PLICO is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law). 3.43.5. If and to the extent required by law GWL&A PLICO shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account Accounts in accordance with instructions received from Contract ownersContractowners; and and (iii) vote Designated Portfolio shares held in the Account Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A PLICO reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a16(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. At least annually, the Fund or the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract). If requested by GWL&A or Schwab in lieu thereof, the Fund, Distributor Adviser or Adviser Fund shall provide such documentation (including a camera-ready copy of each Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic and/or disk copy of the documents in a current prospectus for the Designated Portfolio(s) also need pdf format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestdigital prospectus) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses prospectus for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts any Unaffiliated Funds and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe described only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) Portfolios in such quantities, quantities and/or with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, 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 GWL&A or Schwab)Contractowners. 3.3. The Fund, Distributor Fund and/or the Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A may reasonably require request to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by lawContractowners. 3.4. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab Ohio National with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab Ohio National may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule D hereof. If requested by GWL&A or Schwab Ohio National in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab Ohio National once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A Ohio National with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A Ohio National may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabOhio National). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab Ohio National with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A Ohio National may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding Ohio National provided in writing by GWL&A that party, Ohio National shall not be responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A Ohio National shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A Ohio National reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies Ohio National shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by Ohio National and the Fund. The Fund agrees to promptly notify Ohio National of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab FirstGWL&A with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract). If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the Fund, Distributor or Adviser Fund shall provide such documentation (including a camera-camera- ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Distributor shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The Fund, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabFirstGWL&A). 3.3. The Fund, Fund and/or the Distributor and/or Adviser shall provide GWL&A and Schwab FirstGWL&A with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A or Schwabthat party and except as provided in the Distribution Agreement dated March 29, 1994 between Schwab and the Fund, Distributor neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by FirstGWL&A and the Fund. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule B hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and arid will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E hereto, hereof as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E hereto, hereof as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested by It is understood and agreed that, except with respect to information regarding GWL&A or SchwabSchwab provided in writing by that party, neither GWL&A nor Schwab are responsible for the Fund, Distributor content of the prospectus or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in XXx for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law (GWL&A shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by GWL&A and the Fund. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract). If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the Fund, Distributor Adviser or Adviser Fund shall provide such documentation (including a camera-ready copy of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus prospectuses (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Adviser shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or docu- mentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, 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 GWL&A or Schwab)Contractowners. 3.3. The Fund, Distributor Fund and/or the Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable FirstGWL&A and Schwab assume sole responsibility for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree ensuring that the foregoing materials provided by the Fund in accordance with Sections 3.1 through 3.3 are delivered to Contractowners and prospective Contractowners in accordance with applicable federal and state securities laws and applicable insurance law. 3.5. It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Adviser or the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be provided in writing by the Fund unless required by lawor the Adviser, neither the Fund nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.6. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.7. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by the Fund and FirstGWL&A. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.8. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.9. FirstGWL&A and Schwab shall in no way recommend or oppose or interfere with the solicitation of proxies for Fund shares held by Contractowners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion. Neither FirstGWL&A nor Schwab will initiate or solicit Contractowners to initiate any proxy solicitation except to the extent that the failure by FirstGWL&A or Schwab to so initiate or solicit would under the circumstances, be in contravention with applicable federal or state law.

Prospectuses and Proxy Statements; Voting. 3.1. At If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide GWL&A and Schwab PLICO with as many printed copies of the Fund’s current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab PLICO may reasonably request for marketing purposes (including distribution to Contract owners. owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C. If requested by GWL&A or Schwab PLICO in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab PLICO once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's ’s prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that in the future, PLICO may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund Fund, unless required by law. Expenses Should PLICO determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or Distributor, as applicable agree to assist PLICO in obtaining the required information from XXXXX and the expenses associated with providing such documentation shall this form of distribution will be allocated borne in accordance with Schedule E hereto.C. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("“SAI"”) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A PLICO with copies of the Fund's ’s SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoC, as GWL&A PLICO may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, 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 GWL&A or SchwabPLICO). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab PLICO with copies of the Fund's ’s proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoC, as GWL&A PLICO may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless as required by law. 3.4. It is understood and agreed that, except with respect to information regarding PLICO provided in writing by PLICO, it is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s). 3.5. The Fund hereby notifies PLICO that it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law GWL&A law, PLICO shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Designated Portfolio(s) shares held in the Account Accounts in accordance with instructions received from Contract owners; and and (iii) vote Designated Portfolio shares held in the Account Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A PLICO reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract) with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the Fund, Distributor or Adviser shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, and Adviser agree Distributor agrees that the prospectus prospectuses (but not the SAI) (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Distributor and/or Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab is responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s). (All references hereinafter to "prospectus" whether in respect of Contracts or Fund shares, shall be deemed to include the related SAI, unless otherwise specifically noted.) will describe only It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios Adviser, neither the Fund, the Distributor nor Adviser is responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with all other separate accounts investing in the standards set forth in Designated Portfolio(s). The Adviser agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the current prospectus for each Designated Portfolio as GWL&A and Schwab may reasonably request for distribution to Contract owners. If requested by GWL&A or Schwab in lieu thereof, the FundTrust, Distributor or Adviser shall provide such documentation (including a camera-ready copy of each Designated Portfolio's current prospectus as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the FundTrust's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwab. GWL&A. The FundTrust, Distributor, and Adviser agree that the prospectus for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund Trust unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E D hereto. 3.2. If applicable laws require that the Statement of Additional Information ("SAI") for the Fund Trust be distributed to all Contract owners, then the FundTrust, Distributor and/or the Adviser, as appropriate, shall provide GWL&A with copies of the FundTrust's SAI for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E D hereto, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or SchwabGWL&A, the FundTrust, Distributor or Adviser shall provide an electronic copy of the Fund Trust SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. GWL&A. The FundTrust, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund Trust (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The FundTrust, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the FundTrust's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E D hereto, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or SchwabGWL&A, the FundTrust, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. GWL&A. The FundTrust, Distributor, and Adviser agree that the foregoing materials for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund Trust unless required by law. 3.4. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which 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 pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund Trust shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order, provided however, that the Fund Trust shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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 Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Fund Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Trust will act in accordance with the 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. At least annually, the Adviser or Distributor shall provide GWL&A FirstGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A FirstGWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A or Schwab FirstGWL&A in lieu thereof, the Fund, Distributor Adviser or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab FirstGWL&A once each year (or more frequently fre- quently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor Fund and/or the Adviser, as appropriate, Adviser shall provide GWL&A FirstGWL&A with copies of the Fund's SAI or docu- mentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. If requested by GWL&A or Schwab, the Fund, Distributor or The Adviser shall provide an electronic copy of and/or the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A FirstGWL&A or Schwab). 3.3. The Fund, Distributor Fund and/or the Adviser shall provide GWL&A FirstGWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretohereof, as GWL&A FirstGWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding FirstGWL&A or Schwab provided in writing by GWL&A that party, neither FirstGWL&A nor Schwab are responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Adviser or the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be provided in writing by the Fund unless required by lawor the Adviser, neither the Fund nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.43.5. If and to the extent required by law GWL&A FirstGWL&A shall: : (i) solicit voting instructions from Contract ownersContractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; Contractowners: and (iii) vote iii)vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A FirstGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.53.6. Participating Insurance Companies FirstGWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by FirstGWL&A and the Fund. The Fund agrees to promptly notify FirstGWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. At least annuallyAnnually, or more often, should an amended prospectus be filed within 12 months of its predecessor, the Adviser or Distributor shall provide GWL&A and Schwab with as many printed copies of the Fund’s current prospectus for each the Designated Portfolio Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contract ownersContractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule D hereof. If requested by GWL&A or Schwab in lieu thereof, the FundAdviser, Distributor or Adviser Fund shall provide such documentation (including a camera-ready copy and computer diskette of each Designated Portfolio's the current prospectus as set in type, a diskette containing such documents in for the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as GWL&A and Schwab may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for GWL&A and Schwab once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's ’s prospectus for the Designated Portfolio(s) printed together in a single document or posted on a website maintained by or for GWL&A or Schwabone document. The Fund, Distributor, Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such documentation shall be allocated in accordance with Schedule E hereto. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("“SAI"”) for the Fund be distributed to all Contract ownersContractowners, then the Fund, Distributor and/or the Adviser, as appropriate, Adviser shall provide GWL&A with copies of the Fund's ’s SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by GWL&A or Schwab, the Fund, Distributor or Adviser 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 GWL&A and/or SchwabContractowners. The FundAdviser, Distributor and/or the Adviser, as appropriate, Fund shall also provide SAIs to any Contract owner Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or SchwabGWL&A). 3.3. The Fund, . Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's ’s proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E heretoD hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contract ownersContractowners. 3.4. If requested It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party. GWL&A is not responsible for the content of the prospectus or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of GWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials SAI for the Designated Portfolio(s) will describe only ). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) and will not name provided in writing by the Fund, the Distributor or describe any other Portfolios the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or series that may be in SAI for the Fund unless required by lawContracts. 3.43.5. If and to the extent required by law GWL&A shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract ownersContractowners, 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. GWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by lawlaw and the Mixed and Shared Funding Exemptive Order. 3.53.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in holding shares of a Designated Portfolio calculates voting privileges and the Fund shall provide GWL&A with appropriate assistance in a manner consistent with the standards set forth in fulfilling such responsibility. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order, provided however, that the Fund shall provide GWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may be necessary to facilitate coordination between GWL&A and other Participating Insurance Companies in complying with such standards and provided further that GWL&A 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). 3.63.7. 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 Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's ’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.