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

Prospectuses and Proxy Statements; Voting. 6.1. At least annually, the Distributor shall provide the Company with as many copies of a Fund's current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B hereof. If requested by the Company, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus for the Fund printed together in one document. 6.2. If applicable state or federal laws or regulations require that the SAI for the Fund be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the Portfolios, neither the Fund, the Distributor the Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.5. Each Fund or its designee will use its best efforts to the extent possible to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations, substitutions or close; (c) no action or exemptive requests granted by the SEC; (d) Fund and/or Portfolio name changes; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect the Company's rights or obligations under this Agreement.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract Ownersowners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund and/or Fund, or a third party authorized by the Distributor Fund, shall provide distribute all proxy material to Contract owners to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Contract owners. Upon reasonable request, the Company with copies (including an electronic copy in print ready format) of the Fund's proxy materialwill provide applicable information, reports such as name and address, related to shareholders and other communications to shareholders in such quantity, Contract owners with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law and the Mixed and Shared Funding Exemptive Order the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. (e3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.1. At least annually3.1 For prospective Contract owners, the Distributor shall provide the Company (at the Company's expense) with as many copies of a the Fund's current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version a final copy of the current prospectusnew Prospectus as set in type at the Fund's expense - in lieu thereof, such final copy may be provided, if requested by the Company, electronically or through camera ready film) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently frequently, if the prospectus Prospectus for the Fund is amended) to have the prospectus for the Contracts each Contract and the Fund's Prospectus for the Fund printed together in one documentdocument (such printing to be at the Company's expense). 6.2. If applicable 3.2 The Fund's Prospectus shall state or federal laws or regulations require that the SAI Statement of Additional Information for the Fund be distributed to all Contract Owners, then the Fund and/or is available from the Distributor (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund, at its expense, shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B hereof, quantity as the Company may shall reasonably require to permit timely distribution thereof for distributing to Contract Ownersowners. 6.4. It is understood 3.4 If and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the Portfolios, neither the Fund, the Distributor the Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.5. Each Fund or its designee will use its best efforts to the extent possible to provide required by the 1940 Act or other applicable law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changesassist the Fund in soliciting voting instructions from Contract owners by providing the Fund with a mailing list of Contract owners; (b) anticipated fund reorganizations, substitutions or close;vote Fund shares in accordance with instructions received from Contract owners; and (c) vote Fund shares for which no action or exemptive requests granted instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Each Participating Insurance Company shall be responsible for assuring that each of its separate accounts participating in the SEC;Fund calculates voting privileges in a manner consistent with this Section. (d) 3.5 The Fund and/or Portfolio name changes; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect will comply with all provisions of the Company's rights or obligations under this Agreement.1940 Act requiring voting by shareholders

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Distributor shall provide the Company with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract Ownersowners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that partyparty specifically for use in the prospectus or SAI of the Fund, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, Fund or the Distributor the Adviser or the Portfoliosspecifically for use therein, neither the Fund, Fund nor the Distributor the Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts So long as and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. (e3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the each Company with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the Companya Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information (åSAIæ) for the Fund be distributed to all Contract Ownersowners, then the Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Fund, Distributor and/or the Distributor Adviser shall provide the each Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy materialmaterials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the a Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide the required by law each Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. Each Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. (e3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information ("SAI") for the Fund be distributed to all Contract Ownersowners, then the Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Fund, the Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.7. 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 (ea) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.11. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule A hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.22. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information ("SAI") for the Fund be distributed to all Contract Ownersowners, then the Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor Adviser, Distributor, and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33. The Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders shareholder; in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownerscontract owners. 6.44. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content consent of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided provide in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.55. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instruction have been received in the SEC;same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the ex tent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners: and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 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 (eexcept 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 Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information ("SAI") for the Fund be distributed to all Contract Ownersowners, then the Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Fund, the Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content 13 of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.7. 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 (eexcept 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 Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Distributor shall provide the Company with as many copies of a the Fund's current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information ("SAI") for the Fund be distributed to all Contract Ownersowners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that partyparty specifically for use in the prospectus or SAI of the Fund, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, Fund or the Distributor the Adviser or the Portfoliosspecifically for use therein, neither the Fund, Fund nor the Distributor the Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts So long as and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (ea) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.1. At least annually, the Distributor shall provide the Company with as many copies of a Fund's current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B hereof. If requested by the Company, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus for the Fund printed together in one document. 6.2. If applicable state or federal laws or regulations require that the SAI for the Fund be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the Portfolios, neither the Fund, the Distributor the Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.5. Each Fund or its designee will use its best efforts to the extent possible to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations, substitutions or close; (c) no action or exemptive requests granted by the SEC; (d) Fund and/or Portfolio name changes; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect the Company's rights or obligations under this Agreement. 6.6. In the event of a proxy solicitation the Fund at its expense shall, with respect to the Contracts, mail the proxy materials to Contract Owners and tabulate the results. In order to assist the Fund in the process, the Company will provide to the Fund or its designated representative adequate electronic files so that the Fund may make proper solicitations of Contract Owners. The electronic files will be in a mutually acceptable format and will contain Contract Owner information, mailing information, and the numbers of shares of each applicable Fund in which each Contract Owner has an interest on the record date. 6.7. If and to the extent required by law the Company shall: (a) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract Owners; (b) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as 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; provided, that such Shares may be voted differently, as determined by the Company, to an extent permitted by applicable regulation or authoritative interpretation; and (c) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by an insurance company; provided, that such Shares may be voted differently, as determined by the Company, to an extent permitted by applicable regulation or authoritative interpretation. The Company reserves the right to vote Portfolio shares in its own right, to the extent permitted by law. 6.8. The Company shall be responsible for assuring that each of the Company's separate accounts holding Shares calculates voting privileges as directed by the applicable Fund and agreed to by the Company and the Fund. Each Fund agrees to promptly notify the Company

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Distributor Adviser shall provide the Company with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Distributor Adviser or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract Ownersowners, then the Fund and/or the Distributor Adviser shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor Adviser and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy materialmaterials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser Fund or the PortfoliosAdviser, neither the Fund, the Distributor the Fund nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. (e3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.14.1. At least annually, the Distributor shall provide the Company with as many copies of a Fund's current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE Schedule B hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus for the Fund printed together in one document. 6.24.2. If applicable state or federal laws or regulations require that the SAI for the a Fund be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.34.3. The Each Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.44.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the a Fund, the Distributor, the Adviser or the Portfolios provided in writing by the a Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.54.5. Each Fund or its designee will use its best efforts to the extent possible to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: : (a) fund objective changes; ; (b) anticipated fund reorganizations, substitutions reorganizations or close; substitutions; (c) no action or exemptive requests granted by the SEC; ; (d) Fund and/or Portfolio name changes; ; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or and/or (f) conditions or undertakings that affect the Company's rights or obligations under this Agreement. 4.6. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract Owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract Owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by an insurance company. The Company reserves the right to vote Portfolio shares in its own right, to the extent permitted by law. 4.7. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the applicable Fund and agreed to by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of Interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. Each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular each 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 each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is 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, each Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract Ownersowners, then the Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Adviser, Distributor and/or the Fund shall also provide an SAI SAT to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy materialmaterials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. (e3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Distributor shall provide the Company with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract Ownersowners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy materialmaterials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. (e3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.14.1. At least annually, the Distributor shall provide the Company with as many copies of a Fund's current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus for the Fund printed together in one document. 6.24.2. If applicable state or federal laws or regulations require that the SAI for the Fund be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.34.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.44.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the Portfolios, neither the Fund, the Distributor the Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.54.5. Each Fund or its designee will use its best efforts to the extent possible to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: : (a) fund objective changes; ; (b) anticipated fund reorganizations, substitutions reorganizations or close; substitutions; (c) no action or exemptive requests granted by the SEC; ; (d) Fund and/or Portfolio name changes; ; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or and/or (f) conditions or undertakings that affect the Company's rights or obligations under this Agreement. 4.6. If and to the extent required by law the Company (more specifically, MassMutual on the Company's behalf) shall: (a) solicit voting instructions from Contract Owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract Owners; and (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as 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; provided, that such Shares may be voted differently, as determined by the Company, to an extent permitted by applicable regulation or authoritative interpretation. Notwithstanding the foregoing, the Company (more specifically, MassMutual on the Company's behalf) shall vote Portfolio shares held in exempt Accounts that issue Contracts in connection with employee benefit plans subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, in accordance with the Company's agreements with such Contract Owners The Company reserves the right to vote Portfolio shares in its own right, to the extent permitted by law. 4.7. The Company shall be responsible for assuring that each of the Company's separate accounts holding Shares calculates voting privileges as directed by the applicable Fund and agreed to by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular each 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 each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is 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, each Fund will act in accordance with the SEC's interpretation of the (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser or the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information ("SAI") for the Fund be distributed to all Contract Ownersowners, then the Fund Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor Adviser and/or the Fund Distributor shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes; (e) calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions amendments of the Mixed and Shared Funding Exemptive Order that would have a material impact on this Agreement or undertakings that affect on the Company's parties' rights or and obligations under this Agreement. 3.7. The Adviser and the Distributor represent and warrant that the Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.14.1. At least annually, the Distributor shall provide the Company with as many copies of a Fund's ’s current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE Schedule B hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus for the Fund printed together in one document. 6.24.2. If applicable state or federal laws or regulations require that the SAI for the a Fund be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.34.3. The Each Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.44.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the a Fund, the Distributor, the Adviser or the Portfolios provided in writing by the a Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.54.5. Each Fund or its designee will use its best efforts to the extent possible to provide the Company with 60 90 days' ’ notice of any change for a Fund or Portfolio, including but not limited to: : (a) fund objective changes; ; (b) anticipated fund reorganizations, substitutions reorganizations or close; substitutions; (c) no action or exemptive requests granted by the SEC; ; (d) Fund and/or Portfolio name changes; ; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or and/or (f) conditions or undertakings that affect the Company's ’s rights or obligations under this Agreement. 4.6. In the event of a proxy solicitation the Fund at its expense shall: (a) mail the proxy materials to Contract Owners and tabulate the results. In order to assist the Fund in the process, the Insurance Company will provide to the Fund or its designated representative, at the Insurance Company’s own expense, adequate electronic files so that the Fund may make proper solicitations of Contract Owners. The electronic files will be in a mutually acceptable format and will contain Contract Owner information, mailing information, and the numbers of shares of each applicable Fund in which each Contract Owner has an interest on the record date.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information ("SAI") for the Fund be distributed to all Contract Ownersowners, then the Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Fund, the Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SECsame proportion as Portfolio shares for which instructions have been received from Contract owners; (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners. The Company reserves the right to vote Fund and/or Portfolio name changes;shares in its own right, to the extent permitted by law; and (e) except with respect to matters as to which the Company has the right in connection with certain Contracts under Rule 6e-2 or Rule 6e-3(T) under the 1940 Act, to vote Portfolio shares without regard to voting instructions from Contract owners, neither the Company nor any of its affiliates will recommend action in connection with, or oppose or interfere with, the actions of the Fund Board to hold shareholder meetings for the purpose of obtaining approval or disapproval from shareholders (and, indirectly, from Contract owners) of matters put before the shareholders. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio adviser, sub-adviser and/or portfolio manager changes; and/orcalculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes or amendments of the Mixed and Shared Funding Exemptive Order. (f) conditions or undertakings that affect 3.7. The Fund will comply with all provisions of the Company's rights or obligations under this Agreement1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the each Company with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the Companya Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information (“SAT”) for the Fund be distributed to all Contract Owners, owners,’ then the Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be he borne in accordance with SCHEDULE B Schedule C hereof, as the Company may May reasonably require to permit timely distribution thereof to Contract Ownersowners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Fund, Distributor and/or the Distributor Adviser shall provide the each Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy materialmaterials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the a Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide the required by law each Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. Each Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund, The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. (e3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) Fund with respect to periodic elections of directors or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this Agreement.SEC may promulgate with respect thereto,

Prospectuses and Proxy Statements; Voting. 6.14.1. At least annually, the Distributor shall provide the Company with as many copies of a Fund's current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE Schedule B hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus for the Fund printed together in one document. 6.24.2. If applicable state or federal laws or regulations require that the SAI for the a Fund be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.34.3. The Each Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.44.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the a Fund, the Distributor, the Adviser or the Portfolios provided in writing by the a Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.54.5. Each Fund or its designee will use its best efforts to the extent possible to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: : (a) fund objective changes; ; (b) anticipated fund reorganizations, substitutions reorganizations or close; substitutions; (c) no action or exemptive requests granted by the SEC; ; (d) Fund and/or Portfolio name changes; ; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or and/or (f) conditions or undertakings that affect the Company's rights or obligations under this Agreement. 4.6. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract Owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract Owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by an insurance company. The Company reserves the right to vote Portfolio shares in its own right, to the extent permitted by law. 4.7. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the applicable Fund and agreed to by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. Each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular each 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 each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is 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, each Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.14.1. At least annually, the Distributor shall provide the Company with as many copies of a Fund's current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE Schedule B hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus for the Fund printed together in one document. 6.24.2. If applicable state or federal laws or regulations require that the SAI for the a Fund be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.34.3. The Each Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses expense to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.44.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the a Fund, the Distributor, the Adviser or the Portfolios provided in writing by the a Fund, the Distributor the Adviser or the PortfoliosAdvisor, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.54.5. Each Fund Funds or its designee designer will use its best efforts to the extent possible to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: : (a) fund objective changes; ; (b) anticipated fund reorganizations, substitutions reorganizations or close; substitutions; (c) no action or exemptive requests granted by the SEC; ; (d) Fund and/or Portfolio name changes; ; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or and/or (f) conditions or undertakings that affect the Company's rights or obligations under this Agreement. 4.6. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract Owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract Owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by an insurance company. The Company reserves the right to vote Portfolio shares in its own right, to the extent permitted by law. 4.7. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the applicable Fund and agreed to by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. Each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular each 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 each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is 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, each Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information ("SAI") for the Fund be distributed to all Contract Ownersowners, then the Fund Fund, Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Fund, the Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changes; solicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or close; vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC; same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.7. 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 (eexcept 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 Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect trustees and with whatever rules the Company's rights or obligations under this AgreementSEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser or the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract Ownersowners, then the Fund Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor Adviser and/or the Fund Distributor shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes; (e) calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions amendments of the Mixed and Shared Funding Exemptive Order that would have a material impact on this Agreement or undertakings that affect on the Company's parties’ rights or and obligations under this Agreement. 3.7. The Adviser and the Distributor represent and warrant that the Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.14.1. At least annually, the Distributor shall provide the Company with as many copies of a Fund's ’s current Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE Schedule B hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus for the Fund printed together in one document. 6.24.2. If applicable state or federal laws or regulations require that the SAI for the a Fund be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's ’s SAI in such quantities, with expenses to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.34.3. The Each Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's ’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses expense to be borne in accordance with SCHEDULE Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 6.44.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the a Fund, the Distributor, the Adviser or the Portfolios provided in writing by the a Fund, the Distributor the Adviser or the PortfoliosAdvisor, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.54.5. Each Fund Funds or its designee designer will use its best efforts to the extent possible to provide the Company with 60 days' ’ notice of any change for a Fund or Portfolio, including but not limited to: : (a) fund objective changes; ; (b) anticipated fund reorganizations, substitutions reorganizations or close; substitutions; (c) no action or exemptive requests granted by the SEC; ; (d) Fund and/or Portfolio name changes; ; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or and/or (f) conditions or undertakings that affect the Company's ’s rights or obligations under this Agreement. 4.6. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract Owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract Owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by an insurance company. The Company reserves the right to vote Portfolio shares in its own right, to the extent permitted by law. 4.7. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the applicable Fund and agreed to by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. Each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular each 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 each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is 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, each Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of a the Fund's current Prospectus prospectuses as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser or Distributor or Fund shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Prospectus prospectus for the Fund printed together in one document. 6.23.2. If applicable state or federal laws or regulations require that the SAI Statement of Additional Information ("SAI") for the Fund be distributed to all Contract Ownersowners, then the Fund Distributor and/or the Distributor Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. The Distributor Adviser, and/or the Fund Distributor shall also provide an SAI to any Contract Owner owner or prospective owner who requests such SAI from the Fund. 6.33.3. The Fund Distributor and/or the Distributor Adviser shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with SCHEDULE B Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Ownersowners. 6.43.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus prospectus or SAI for a the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor the Adviser or the PortfoliosAdviser, neither the Fund, the Distributor the nor Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.53.5. Each Fund or its designee will use its best efforts If and to the extent possible to provide required by law the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited toshall: (a) fund objective changessolicit voting instructions from Contract owners; (b) anticipated fund reorganizations, substitutions or closevote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no action or exemptive requests granted by instructions have been received in the SEC;same proportion as 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; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as 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 such voting by the insurance company. The Company reserves the right to vote Fund and/or shares in its own right, to the extent permitted by law. 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio name changes;calculates voting privileges as directed by the applicable Fund policies. The Distributor or Adviser agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. (e) 3.7. The Distributor and the Adviser agree to cause the Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect to comply with all provisions of the Company's rights or obligations under this Agreement1940 Act and regulations promulgated thereunder requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 6.13.1. At least annually, the Distributor The Underwriter shall provide the Company (at the Underwriter’s expense) with as many copies of a the Fund's ’s current Prospectus prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B hereof. If requested by the CompanyCompany in lieu thereof, the Distributor or Fund shall provide such documentation (including an electronic version a final copy of the current prospectusnew prospectus as set in type or in electronic format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Prospectus for the Fund Fund’s prospectus printed together in one documentdocument (such printing to be at the Company’s expense). 6.23.2. If applicable The Fund’s prospectus shall state or federal laws or regulations require that the SAI Statement of Additional Information for the Fund be distributed is available from the Underwriter (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall provide such Statement of Additional Information free of charge to all the Company and to any owner of a Contract Ownersor prospective owner who requests such Statement. 3.3. The Fund, then the Fund and/or the Distributor at its expense, shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 6.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's its proxy materialstatements, reports to shareholders shareholders, and other communications to shareholders in such quantityquantity as the Company shall reasonably require for distributing to Contract owners. 3.4. To the extent required by Section 12(d)(l)(E)(iii)(aa) of the 1940 Act or Rule 6e-2 or Rule 6e-3(T) thereunder, with expenses to be borne or other applicable law, whenever the Fund shall have a meeting of shareholders of any series or class of shares, the Company shall: • solicit voting instructions from Contract owners; • vote Fund shares held in each Account at such shareholder meetings in accordance with SCHEDULE B hereof, instructions received from Contract owners; • vote Fund shares held in each Account for which it has not received timely instructions in the same proportion as it votes the Company may reasonably require to permit applicable series or class of Fund shares for which it has received timely distribution thereof to Contract Owners. 6.4instructions; and • vote Fund shares held in its general account in the same proportion as it votes the applicable series or class of Fund shares held by the Accounts for which it has received timely instructions. It is understood and agreed that, except Except with respect to information regarding matters as to which the Company provided has the right in writing by connection with Schedule A-1 Contracts under Rule 6e-2 or Rule 6e-3(T) under the 1940 Act, to vote Fund shares without regard to voting instructions from Contract owners, neither the Company nor any of its affiliates will recommend action in connection with, or oppose or interfere with, the actions of the Fund Board to hold shareholder meetings for the purpose of obtaining approval or disapproval from shareholders (and, indirectly, from Contract owners) of matters put before the shareholders. The Company shall be responsible for assuring that partyit calculates voting instructions and votes Fund shares at shareholder meetings in a manner consistent with other Participating Insurance Companies. The Fund shall notify the Company of any changes to the Shared Funding Order or conditions. Notwithstanding the foregoing, the Company shall not be responsible for reserves the content right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. The Fund will comply with all provisions of the Prospectus 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or SAI for a Fundcomply 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). It is also understood and agreed thatFurther, except the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to information regarding periodic elections of trustees and with whatever rules the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the Portfolios, neither the Fund, the Distributor the Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the ContractsSEC may promulgate with respect thereto. 6.5. Each Fund or its designee will use its best efforts to the extent possible to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations, substitutions or close; (c) no action or exemptive requests granted by the SEC; (d) Fund and/or Portfolio name changes; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect the Company's rights or obligations under this Agreement.