Common use of PROSPECTUSES AND PROXY STATEMENTS Clause in Contracts

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the FundInvestment Company's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Investment Company shall provide cameraready camera-ready film or computer diskettes containing the FundInvestment Company's prospectus and Statement of Additional Information, Information and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Investment Company is amended during the year) to have the prospectus for the Contracts and the FundInvestment Company's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Investment Company and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundInvestment Company's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund Investment Company prospectuses and Statements of Additional Information distributed by the Company shall be the expense of the Company. For prospectuses Prospectuses and Statements Statement of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundInvestment Company. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundInvestment Company's prospectus, the Fund Investment Company will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the FundInvestment Company's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.Invstment Company's

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the FundInvestment Company's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Investment Company shall provide cameraready camera-ready film or computer diskettes containing the FundInvestment Company's prospectus and Statement of Additional Information, Information and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Investment Company is amended during the year) to have the prospectus for the Contracts and the FundInvestment Company's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Investment Company and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundInvestment Company's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund Investment Company prospectuses and Statements of Additional Information distributed by the Company shall be the expense of the Company. For prospectuses Prospectuses and Statements Statement of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundInvestment Company. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundInvestment Company's prospectus, the Fund Investment Company will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the FundInvestment Company's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.Investment Company's

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting. ------------------------------------------ 3.1. 3.1 The Underwriter (or the Fund) shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably requestrequest (at the Company's expense with respect to other than existing Contract owners). If requested by the Company in lieu thereof, the Fund Underwriter (or the Fund) shall provide cameraready film containing such documentation (including a final copy of the new prospectus as set in type at the Fund's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearamended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one documentdocument (such printing to be at the Company's expense with respect to other than existing Contract owners). 3.2 The Underwriter (or the Fund), at its expense, shall print and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print provide the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements then current statement of additional information. Except as provided in the following three sentences, all expenses information free of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by charge to the Company and to its existing owners any owner of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of a Contract or prospective owner who requests such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsstatement. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution (at the Fund's expense) to Contract owners. 3.4. If 3.4 So long as and to the extent that the SEC or its staff continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or if and to the extent required by law law, the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio Series for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersreceived. The Company reserves the right to vote Fund shares held in any segregated asset account Account in its own right, to the extent permitted by law. Participating Insurance Companies The Company shall be responsible for assuring that each of their separate accounts Account participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this referenceA hereto, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions shall pay for the costs of the 1940 Act requiring soliciting and tabulating such voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretoinstructions.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the FundInvestment Company's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Investment Company shall provide cameraready camera-ready film or computer diskettes containing the FundInvestment Company's prospectus and Statement of Additional Information, Information and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Investment Company is amended during the year) to have the prospectus for the Contracts and the FundInvestment Company's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Investment Company and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundInvestment Company's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses approved pursuant to Section 1.5 and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund Investment Company prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses Prospectuses and Statements Statement of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundInvestment Company. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundInvestment Company's prospectus, the Fund Investment Company will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the FundInvestment Company's per unit cost of typesetting and printing the FundInvestment Company's prospectus. The same procedures shall be followed with respect to the FundInvestment Company's Statement of Additional Information. The Company agrees to provide the Fund Investment Company or its designee with such information as may be reasonably requested by the Fund Investment Company to assure that the FundInvestment Company's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The FundInvestment Company's prospectus shall state that the Statement of Additional Information for the Fund Investment Company is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the FundInvestment Company). 3.3. 3.3 The FundInvestment Company, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other required communications (except for prospectuses and Statements Statement of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and 3.4 The Company will provide pass-through voting privileges to the extent required by law the Company shall: (i) solicit voting instructions from all Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, owners so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the Investment Company Act of 1940 Act to require as requiring pass-through voting privileges for variable contract Contract owners. Accordingly, the Company, where applicable, will vote shares of the Fund held in its separate accounts in a manner consistent with voting instructions timely received from its Variable Insurance Product owners. 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. Participating Insurance Companies shall will be responsible for assuring that each of their separate accounts participating its Separate Accounts that participates in the Fund Investment Company calculates voting privileges in a manner consistent with other participating insurance companies. The Company will vote shares for which it has not received timely voting instructions, as well as shares it owns, in the standards set forth on Schedule B attached hereto same proportion as it votes those shares for which it has received voting instructions. 3.5 If and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesextent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Investment Company Act of 1940 or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Investment Company's mixed and shared funding exemptive order, then the Investment Company, and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable. 3.5. 3.6 The Fund Investment Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Investment Company will either provide for annual or special meetings or comply with the requirements of Section 16(c) of the 1940 Act (although the Fund Investment Company 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 Investment Company will act in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission SEC may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting 3.15.1. The Underwriter Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide the Company with as many printed copies a final copy of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing the Fund's prospectus and Statement of Additional Informationelectronic format, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall reimburse the Company its share of the printing expense incurred in printing the prospectus and/or to be distributed, as required under the regulations, to existing Variable Contract Owners. The Fund's share shall be calculated by adding the total number of pages dedicated to the Fund, divided by the total number of pages in the prospectus containing all the portfolios offered in the separate account, multiplied times the cost per printed prospectus multiplied times the number of prospectuses sent to existing Variable Contract Owners. The Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Variable Contracts issued by the Company. 5.3. The Fund and the Distributor shall provide in electronic, camera ready format (1) at the Fund's expense, the Fund's current Statement of Additional Information for the Fund is amended during the year("SAP) to have the prospectus for Company, (2) at the Contracts and the FundCompany's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternativelyexpense, the Company may print the Fund's prospectus and/or its Statement such number of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse current SAI as the Company shall reasonably require in an amount equal to accordance with applicable law in connection with offering the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested Variable Contracts issued by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsCompany. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.35.4. The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. 3.4owners of Variable Contracts issued by the Company. If The Fund, shall provide in electronic, camera ready format, periodic reports and other communications to shareholders to the extent required by law Company, and shall reimburse the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote its share of the Fund shares cost in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account producing the reports, calculated in the same proportion manner as set forth for the calculation of the Fund's share of the cost for prospectuses for existing Variable Contract Owners as set forth above,. The Fund shares shall provide a final copy of the Fund's proxy materials, periodic reports to shareholders and other communications to shareholders, in camera-ready copy and provide other assistance as reasonably necessary in order for the Company to print such portfolio shareholder communications for which instructions have been received in that separate account, distribution to owners of Variable Contracts issued by the Company. 5.5. For so long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract ownersby Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. The Company reserves shall vote shares of a Series of the right Fund held in a Separate Account or a subaccount thereof that are attributable to vote Fund the Variable Contracts as to which no timely instructions are received, as well as shares held in any segregated asset account such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. The Company shall vote shares of each Series of the Fund held in its own rightgeneral account, if any, in the same proportion as the votes cast with respect to shares of the extent permitted by lawSeries held in all Separate Accounts of the Company or subaccounts thereof, in the aggregate. 5.6. Participating Insurance Companies The Fund shall be responsible for assuring disclose in its prospectus that each (1) shares of their the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund calculates voting privileges or a Series might at some time be in a manner consistent with conflict, and (3) the standards set forth on Schedule B attached hereto Board of Trustees of the Fund will monitor for any material conflicts and incorporated herein by this referencedetermine what action, which standards will also if any, should be provided to the other Participating Insurance Companies. 3.5taken. The Fund will comply with all provisions hereby notifies the Company that prospectus disclosure may be appropriate regarding potential risks of offering shares of the 1940 Act requiring voting by shareholders, Fund to separate accounts funding both variable annuity contracts and in particular the Fund will either provide for annual meetings or comply with Section 16(c) variable life insurance policies and to separate accounts funding Variable Contracts 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 Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretounaffiliated life insurance companies.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectuses that are used in connection with offering the contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing such documentation (including a final copy of the new prospectus as set in type at the Fund's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearamended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and document (such printing to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of at the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsexpense). 3.2. 3.2 The Fund's prospectus shall state that the Statement of Additional Information ("SAI") for the Fund is available from the Company, and the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), at its expense, shall print and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. 3.4 If and to the extent required by law law, the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through passthrough voting privileges for variable contract ownersowners or to the extent otherwise required by law. 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. . 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the standards set forth on Schedule B attached hereto Fund may adopt and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesprovide in writing. 3.5. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing bear the Fund's prospectus and Statement costs of Additional Informationpreparing, filing with the SEC, and such other assistance as is reasonably necessary in order setting for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, Statement of Additional Information ("SAI"), including any amendments or supplements thereto, periodic reports to shareholders, Fund proxy material and other shareholder communications (collectively, the "Fund Materials"), and the Fund will reimburse provide to the Company in an amount equal a camera-ready or other formatted copy of all Fund Materials. It is understood and agreed that the Company is not responsible for the content of the Fund Materials, except to the product of A extent that statements in the Fund Materials reflect information given to the Fund by the Company. It is also understood and B where A is the. number of such prospectuses distributed to owners of the Contractsagreed that, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed except with respect to information provided to the Company by the Fund's Statement of Additional Information. The Company agrees to provide , the Fund or its designee with such information as may be reasonably requested by Distributor, the Fund to assure that Portfolios, the Fund's expenses do , the Distributor shall not include be responsible for the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners content of the Contractsprospectus, SAI or disclosure statement for the Contracts or non-affiliated funds. 3.2. The Fund's prospectus Company shall state that the Statement of Additional Information for print in quantity and deliver to existing Contract owners the Fund is available from Materials. The Fund shall bear the Underwriter or costs of printing the Fund Materials for existing Contract owners. The Company (or in shall bear the Fund's discretion, costs of delivering the Prospectus shall state that such Statement is available from the Fund)Fund Materials to existing Contract owners. 3.3. The Company shall print in quantity and deliver to prospective Contract owners the Fund prospectus and, if requested, the SAI for the Fund. The Fund shall bear the costs of printing the Fund prospectus and SAI for prospective Contract owners. The Company shall bear the costs of delivering the Fund prospectus and SAI to prospective Contract owners. 3.4. The Company, at its expense, shall provide the Company with copies of its will distribute proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses to existing Contract owners and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as tabulate the Company shall reasonably require for distributing to Contract owners. 3.4votes. If and to the extent required by law law, the Company shallwill: (ia) solicit voting instructions from Contract owners; ; (iib) vote the Fund shares Shares of each Portfolio held in the Accounts in accordance with instructions received from Contract owners; and and (iiic) vote Fund shares Shares of each Portfolio held in the Accounts for which no timely instructions have been received in a particular separate account received, as well as Shares it owns, in the same proportion as Fund shares Shares of each such portfolio Portfolio for which instructions have been received from the Contract owners; in that separate accounteach case, for so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersowners of Contracts listed on SCHEDULE 4. The Except as set forth above, the Company reserves the right to vote Fund shares Shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.by

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVOTING ----------------------------------------- 3.13. 1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready camera-ready film containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVOTING ----------------------------------------- 3.1. 3.1 The Underwriter shall provide the Company (at the Company's expense) with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing such documentation (including a final copy of the new prospectus as set in type at the Fund's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearamended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and document (such printing to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of at the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsexpense). 3.2. 3.2 The Fund's prospectus shall state that the Statement statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (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. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, received; so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B C attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 3.5 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. The Underwriter Distributor shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information prospectus(es) describing only the Portfolio(s) listed on Schedule A hereto as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing such documentation (including a final copy of the new prospectus as set in type at the Fund's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearmore frequently) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the . The Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be bear the expense of the Company. For prospectuses printing copies of its current prospectus and Statements statement of Additional Information provided by additional information that will be distributed to existing Contract owners, and the Company to its existing owners of Contracts in order to update disclosure as required by shall bear the 1933 Act and/or the 1940 Act, the cost expense of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, Fund prospectus that are used in connection with offering the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested Contracts issued by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsCompany. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or Fund, and the Distributor, at its expense, shall print and provide such Statement free of charge to the Company (and to any owner of a Contract or in the Fund's discretion, the Prospectus shall state that prospective owner who requests such Statement is available from the Fund)Statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to current shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to current shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If So long as, and to the extent required by law that, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret interprets the 1940 Act to require pass-through voting privileges for variable contract Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Fund. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each registered Account, the Company will vote shares of each Portfolio of the Fund held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating , to vote shares held in the Fund calculates voting privileges any Account in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesits sole discretion. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting 3.1. 5.1 The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2 The Distributor shall provide the Company Insurer with as many printed copies of the Fund's current prospectus and Statement of Additional Information the Fund as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund shall provide cameraready film containing such documentation (including a final copy of the Fund's prospectus as set in type or in camera-ready copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (Insurer to either print a stand-alone document or more frequently if print together in one document the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the current prospectus for the Variable Contracts issued by the Insurer and the Fund's current prospectus printed together in one document, and to have the Statement of Additional Information for the Fund, or a document combining the Fund and prospectus with prospectuses of other funds in which the Statement of Additional Information for Variable Contracts may be invested. The Fund shall bear the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses expense of printing and distributing copies of its current prospectus that will be distributed to existing Variable Contact Owners (regardless of whether the prospectus is printed by the Fund prospectuses and Statements provided to the Insurer, or whether the prospectus is printed by the Insurer by virtue of Additional Information having received a copy set in type or in camera ready form), and the Insurer shall be bear the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectusprospectus that are used in connection with offering the Variable Contracts issued by the Insurer. 5.3 The Fund and the Distributor shall provide, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is at the Fund's per unit cost expense, such copies of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information for ("SAI") as may reasonably be requested, to the Fund is available from Insurer and to any owner of a Variable Contract issued by the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that Insurer who requests such Statement is available from the Fund).SAI 3.3. 5.4 The Fund, at its expenseexpense (and regardless of whether such documents are printed by the Fund and provided to the Insurer, or whether such documents are printed by the Insurer by virtue of having received a copy set in type or in camera ready form), shall provide the Company Insurer with copies of its proxy statementsmaterials, periodic reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract ownersowners of Variable Contracts issued by the Insurer. The costs of proxy materials paid for by the Fund shall include, but not be limited to, the costs of proxy cards, notices, statements and tabulation costs. The Fund, at the Insurer's expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request fox use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, 5.5 For so long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract ownersby Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote shares of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Fund. The Company reserves Insurer shall vote shares of the right Fund held in a Separate Account or a subaccount thereof that are attributable to vote Fund the Variable Contracts as to which no timely instructions are received, as well as shares held in any segregated asset account in its own right, such Separate Account or subaccount thereof that are not attributable to the extent permitted Variable Contracts and owned beneficially by law. Participating Insurance Companies shall be responsible for assuring the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that each of their separate accounts participating Separate Account or subaccount thereof having a voting interest in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5from whom instructions have been timely received. The Fund will comply with all provisions Insurer shall vote shares of the 1940 Act requiring voting by shareholders, and Fund held in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) andits general account, if and when applicableany, 16(b). Further, in the Fund will act in accordance with same proportion as the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) votes cast with respect to periodic elections shares of trustees and with whatever rules the Commission may promulgate with respect theretoFund held in all Separate Accounts of the Insurer or subaccounts thereof, in the aggregate. 5.6 [Paragraph 5.6 intentionally omitted]

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. The Underwriter shall Fund will provide the Company Company, at the Fund's expense, with as many printed copies of the Fund's current Fund prospectus and Statement of Additional Information for the Designated Portfolios as the Company may reasonably requestrequest for distribution, at the Company's expense, to prospective contractowners and applicants. The Fund will provide, at the Fund's expense, as many copies of said prospectus as necessary for distribution, at the Fund's expense, to existing contractowners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the prospectus to existing contractowners and will bill xxx Fund for the reasonable cost of such distribution. If requested by the Company in lieu thereof, the Fund shall will provide cameraready film containing such documentation, including a final copy of a current prospectus set in type at the Fund's prospectus and Statement of Additional Informationexpense, and such other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus and/or Statement of Additional Information for the Fund is amended during the yearmore frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together together, in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, which case the Fund will reimburse the Company in an amount equal pay its share of reasonable expenses directly related to the product required disclosure of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is information concerning the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall will state that the Statement statement of Additional Information additional information for the Fund is available from the Underwriter or Company. The Fund will provide the Company (or in Company, at the Fund's discretionexpense, with as many copies of the Prospectus shall statement of additional information as the Company may reasonably request for distribution, at the Company's expense, to prospective contractowners owners and applicants. The Fund will provide, at the Fund's expense, as many copies of said statement of additional information as necessary for distribution, at the Fund's expense, to any existing contractowner who requests such statement or whenever state or federal law otherwise requires that such Statement is available from statement be provided. The Fund will provide the Fund)copies of said statement of additional information to the Company or to its mailing agent. The Company will distribute the statement of additional information as requested or required and will bill xxx Fund for the reasonable cost of such distribution. 3.3. The Fund, at its expense, shall will provide the Company or its mailing agent with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing contractowners and will bill xxx Fund for distributing to Contract ownersthe reasonable cost of such distribution. 3.4. If and to the extent required by law the Company shallwill: (ia) solicit voting instructions from Contract owners; contractowners; (iib) vote the Fund shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract ownerscontractowners; and and (iiic) vote Fund shares of the Designated Portfolios held in the Account for which no timely instructions have been received in a particular separate account received, in the same proportion as Fund shares of such portfolio Designated Portfolio for which instructions have been received in that separate account, from the Company's contractowners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownerscontractowners. 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. Participating Insurance Companies shall will be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements, including the standards set forth on Schedule B attached hereto Mixed and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesShared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund either will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to 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 Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ----------------------------------------- 3.1. 3.1 The Underwriter shall provide the Company Company, at the Trust's expense with as many printed copies of the Fund's Trusts' current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide cameraready film containing such documentation including a final copy of a current prospectus set in type at the FundTrust's prospectus expense and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Trust's prospectus and/or Statement of Additional Information for the Fund is amended during the yearmore frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together in one document, and to have document in such case at the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundTrust's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsexpense. 3.2. 3.2 The FundTrust's prospectus shall state that the Statement statement of Additional Information additional information for the Fund Trust is available from the Underwriter or the Company (or or, in the FundTrust's discretion, the Prospectus shall state that such Statement statement is available from the FundTrust). 3.3. 3.3 The FundTrust, at its expense, shall provide the Company with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for and the Company shall bear the costs of distributing them to existing Contract ownersowners or participants. 3.4. If 3.4 The Trust hereby notifies the Company that it is appropriate to include in the prospectuses pursuant to which the Contracts are offered disclosure regarding the potential risks of mixed and to shared funding. 3.5 To the extent required by applicable law the Company shall: (i1) solicit voting instructions instructions, from Contract owners; owners or participants; (ii2) vote the Fund Trust shares held in each Separate Account in accordance with instructions received from Contract ownersowners or participants; and and (iii3) vote Fund Trust shares held in each Separate Account for which no timely instructions have been received in a particular separate account received, in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been received in that separate account, from the Company's Contract owners or participants; for so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesCompanies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.5. 3.6 The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b)) of the 1940 Act. Further, the Fund Trust will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(ain (a) with respect to periodic elections of trustees Trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ----------------------------------------- 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many printed copies of the Fund's current prospectus and Statement of Additional Information all supplements thereto as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing such documentation (including a final copy of the new prospectus and any supplements thereto as set in type at the Fund's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearamended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and document (such printing to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of at the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsexpense). 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (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 of a Contract or a participant under a Contract who requests such Statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, stockholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders stockholders in such quantity as the Company shall reasonably require for distributing to Contract ownersowners or participants under a Contract. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract ownersOwners or participants; (ii) vote the Fund shares in accordance with instructions received from Contract ownersowners or participants; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Investment Company Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B C attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting 3.1. The Underwriter Annually or more often. should an amended prospectus be filed within 12 months of its predecessor, the Adviser or Distributor shall provide the Company GWL&A with as many printed copies of the Fund's current prospectus and Statement of Additional Information for the Designated Portfolio(s) as the Company GWL&A may reasonably requestrequest for marketing purposes (including distribution to Contractowners with respect to new Sales of a Contract), with expenses to be borne in accordance with Schedule D hereof. If requested by the Company GWL&A in lieu thereof, the Adviser, Distributor or Fund shall provide cameraready film containing such documentation (including a camera-ready copy and computer diskette of the Fund's current prospectus for the Designated Portfolios) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company GWL&A once each year (or more frequently if the prospectus and/or Statement of Additional Information prospectuses for the Fund is amended during the yearDesignated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts Designated Portfolio(s) printed together in one document. Alternatively, The Fund and Adviser agree that the Company prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided be in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as unless required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractslaw. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI for the Fund is available from be distributed to all Contractowners, then the Underwriter or Fund) Distributor and/or the Company (or in Adviser shall provide GWL&A with copies of the Fund's discretionSAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule D hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contractowners. The Adviser, Distributor and/or the Prospectus Fund shall state also provide SAIs to any Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such Statement is available from the Fundrequests will be made to GWL&A). 3.3. The Fund, at its expense, . Distributor and/or Adviser shall provide the Company GWL&A with copies of its the Fund's proxy statementsmaterial, reports to shareholders, stockholders and other communications (except to stockholders for prospectuses and Statements of Additional Informationthe Designated Portfolio(s) in 'such quantity, which, are covered with expenses to be borne in Section 3. 1) to shareholders in such quantity accordance with Schedule D hereof as the Company shall GWL&A may reasonably require for distributing to Contract ownerspermit timely distribution thereof to Contractowners. 3.4. It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party. GWL&A is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that except with respect to information regarding the Fund, the Distributor the Adviser or the Designated Portfolio(s) provided in writing by the Fund the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the Company GWL&A shall: (i) solicit voting instructions from Contract owners; Contractowners; (ii) vote the Fund Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and Contractowners: and (iii) vote Fund Designated Portfolio shares held in the Account for which no instructions have been received in a particular separate account in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been received in that separate accountfrom Contractowners, so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company GWL&A reserves the right to vote Fund shares held in any segregated asset account in its own right, right to the extent permitted by lawlaw and the Mixed and Shared Funding Exemptive Order. 3.6. Participating Insurance Companies GWL&A shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Designated Portfolio calculates voting privileges and the Fund shall provide GWL&A with appropriate assistance in a manner consistent with fulfilling such responsibility. The Fund agrees to promptly notify GWL&A of any changes of interpretations or amendments of the standards set forth on Schedule B attached hereto Mixed and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesShared Funding Exemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or as the Fund currently intends comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(bapplicable 16 (b). Further, the Fund will act in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ----------------------------------------- 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. request If requested by the Company in lieu thereof, the Fund shall provide cameraready camera-ready film containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, Alternatively the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, Act the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, applicable 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ----------------------------------------- 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready camera-ready film or computer diskettes containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting 3.15.1. The Underwriter Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide the Company with as many printed copies a final copy of the Fund's current ’s prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing the Fund's prospectus and Statement of Additional Informationelectronic format, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall reimburse the Company its share of the printing expense incurred in printing the prospectus and/or to be distributed, as required under the regulations, to existing Variable Contract Owners. The Fund’s share shall be calculated by adding the total number of pages dedicated to the Fund, divided by the total number of pages in the prospectus containing all the portfolios offered in the separate account, multiplied times the cost per printed prospectus multiplied times the number of prospectuses sent to existing Variable Contract Owners. The Company shall bear the expense of printing copies of the Fund’s prospectus that are used in connection with offering the Variable Contracts issued by the Company. 5.3. The Fund and the Distributor shall provide in electronic, camera ready format (1) at the Fund’s expense, the Fund’s current Statement of Additional Information for the Fund is amended during the year(“SAP) to have the prospectus for Company, (2) at the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. AlternativelyCompany’s expense, the Company may print the Fund's prospectus and/or its Statement such number of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse ’s current SAI as the Company shall reasonably require in an amount equal to accordance with applicable law in connection with offering the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested Variable Contracts issued by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsCompany. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.35.4. The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. 3.4owners of Variable Contracts issued by the Company. If The Fund, shall provide in electronic, camera ready format, periodic reports and other communications to shareholders to the extent required by law Company, and shall reimburse the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote its share of the Fund shares cost in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account producing the reports, calculated in the same proportion manner as set forth for the calculation of the Fund’s share of the cost for prospectuses for existing Variable Contract Owners as set forth above,. The Fund shares shall provide a final copy of the Fund’s proxy materials, periodic reports to shareholders and other communications to shareholders, in camera-ready copy and provide other assistance as reasonably necessary in order for the Company to print such portfolio shareholder communications for which instructions have been received in that separate account, distribution to owners of Variable Contracts issued by the Company. 5.5. For so long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract ownersby Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. The Company reserves shall vote shares of a Series of the right Fund held in a Separate Account or a subaccount thereof that are attributable to vote Fund the Variable Contracts as to which no timely instructions are received, as well as shares held in any segregated asset account such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. The Company shall vote shares of each Series of the Fund held in its own rightgeneral account, if any, in the same proportion as the votes cast with respect to shares of the extent permitted by lawSeries held in all Separate Accounts of the Company or subaccounts thereof, in the aggregate. 5.6. Participating Insurance Companies The Fund shall be responsible for assuring disclose in its prospectus that each (1) shares of their the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund calculates voting privileges or a Series might at some time be in a manner consistent with conflict, and (3) the standards set forth on Schedule B attached hereto Board of Trustees of the Fund will monitor for any material conflicts and incorporated herein by this referencedetermine what action, which standards will also if any, should be provided to the other Participating Insurance Companies. 3.5taken. The Fund will comply with all provisions hereby notifies the Company that prospectus disclosure may be appropriate regarding potential risks of offering shares of the 1940 Act requiring voting by shareholders, Fund to separate accounts funding both variable annuity contracts and in particular the Fund will either provide for annual meetings or comply with Section 16(c) variable life insurance policies and to separate accounts funding Variable Contracts 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 Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretounaffiliated life insurance companies.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ----------------------------------------- 3.1. The Underwriter shall provide the Company Company, at the Company's expense, with as many printed copies of the FundTrust's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Trust shall provide cameraready film containing such documentation including a final copy of a current prospectus set in type at the FundTrust's prospectus expense and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Trust's prospectus and/or Statement of Additional Information for the Fund is amended during the yearmore frequently) to have the new prospectus for the Contracts and the FundTrust's new prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together ; in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of such case at the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsexpense. 3.2. The FundTrust's prospectus shall state that the Statement statement of Additional Information additional information for the Fund Trust is available from the Underwriter or the Company (or or, in the FundTrust's discretion, the Prospectus shall state that such Statement statement is available from the FundTrust). 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for and the Company shall bear the costs of distributing them to existing Contract ownersowners or participants. 3.4. If The Trust hereby notifies the Company that it is appropriate to include in the prospectuses pursuant to which the Contracts are offered disclosure regarding the potential risks of mixed and to shared funding. 3.5. To the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; owners or participants; (ii) vote the Fund Trust shares held in each Separate Account in accordance with instructions received from Contract ownersowners or participants; and and (iii) vote Fund Trust shares held in each Separate Account for which no timely instructions have been received in a particular separate account received, in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been received in that separate account, from the Company's Contract owners or participants; for so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesCompanies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.53.6. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(anot (a) with respect to periodic elections of trustees Trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. The Underwriter shall Fund will provide the Company Company, at the Fund's expense, with as many printed copies of the Fund's current Fund prospectus and Statement of Additional Information for the Designated Portfolios as the Company may reasonably requestrequest for distribution, at the Company's expense, to prospective contractowners and applicants. The Fund will provide, at the Fund's expense, as many copies of said prospectus as necessary for distribution, at the Fund's expense, to existing contractowners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the prospectus to existing contractowners and will bill xxx Fund for the reasonable cost of such distribution. If requested by the Company in lieu thereof, the Fund shall will provide cameraready film containing such documentation, including a final copy of a current prospectus set in type at the Fund's prospectus and Statement of Additional Informationexpense, and such other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus and/or Statement of Additional Information for the Fund is amended during the yearmore frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together together, in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, which case the Fund will reimburse the Company in an amount equal pay its share of reasonable expenses directly related to the product required disclosure of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is information concerning the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall will state that the Statement statement of Additional Information additional information for the Fund is available from the Underwriter or Company. The Fund will provide the Company (or in Company, at the Fund's discretionexpense, with as many copies of the Prospectus shall statement of additional information as the Company may reasonably request for distribution, at the Company's expense, to prospective contractowners and applicants. The Fund will provide, at the Fund's expense, as many copies of said statement of additional information as necessary for distribution, at the Fund's expense, to any existing contractowner who requests such statement or whenever state or federal law otherwise requires that such Statement is available from statement be provided. The Fund will provide the Fund)copies of said statement of additional information to the Company or to its mailing agent. The Company will distribute the statement of additional information as requested or required and will bill xxx Fund for the reasonable cost of such distribution. 3.3. The Fund, at its expense, shall will provide the Company or its mailing agent with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing contractowners and will bill xxx Fund for distributing to Contract ownersthe reasonable cost of such distribution. 3.4. If and to the extent required by law the Company shallwill: (ia) solicit voting instructions from Contract owners; contractowners; (iib) vote the Fund shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract ownerscontractowners; and and (iiic) vote Fund shares of the Designated Portfolios held in the Account for which no timely instructions have been received in a particular separate account received, in the same proportion as Fund shares of such portfolio Designated Portfolio for which instructions have been received in that separate account, from the Company's contractowners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownerscontractowners. 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. Participating Insurance Companies shall will be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements, including the standards set forth on Schedule B attached hereto Mixed and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesShared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund either will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to 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 Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready camera-ready film containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectusprospectus in the form used by the Company. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Underwriter shall provide the Company with as many printed copies of the Fund's Annual Report as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund's Annual or Semi-Annual Reports (collectively, "Annual Report"), and such other assistance as is reasonably necessary in order for the Company once each year (or more to have the Contracts' Annual Report and the Fund's Annual Report printed together in one document. Alternatively, the Company may print the Fund's Annual Report in combination with other fund companies' Annual Reports. Except as provided in the following three sentences, all expenses of printing and distributing Annual Reports shall be the expense of the Company. For Annual Reports provided by the Company to its existing owners of Contracts in order to comply with applicable regulation, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's Annual report, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such Annual Reports distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's Annual Report in the form used by the Company. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, statements and other communications (except for prospectuses and Statements of Additional Information, which, which are covered in Section 3. 13.1 and Annual Reports which are covered in the immediately preceding paragraph) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the FundInvestment Company's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Investment Company shall provide cameraready film containing copies or electronic copies of the FundInvestment Company's prospectus and Statement of Additional Information, Information and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Investment Company is amended during the year) to have the prospectus for the Contracts and the FundInvestment Company's prospectus printed together in one documentdocument or available in one electronic file, and to have the Statement of Additional Information for the Fund Investment Company and the Statement of Additional Information for the Contracts printed together in one documentdocument or available in one electronic file. Alternatively, The Company understands that the Company may print the FundInvestment Company's fiscal year ends on October 31 and that its annual prospectus and/or its Statement update therefore occurs on or before March 1 of Additional Information in combination with other fund companies' prospectuses and statements of additional informationeach year. Except as provided in the following three sentences, all All expenses of printing and distributing Fund Investment Company prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The FundInvestment Company's prospectus shall state that the Statement of Additional Information for the Fund Investment Company is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund)Investment Company. 3.3. 3.3 The FundInvestment Company, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other required communications (except for prospectuses and Statements Statement of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. 3.4 [Reserved] 3.5 If and to the extent required by law the Company shallwill: (ia) solicit voting instructions from Contract owners; contractowners; (iib) vote the Fund shares of the Funds held in the Accounts in accordance with instructions received from Contract ownerscontractowners; and and (iiic) vote Fund shares of the Funds held in the Accounts for which no timely instructions have been received in a particular separate account received, as well as shares it owns, in the same proportion as Fund shares of such portfolio Fund for which instructions have been received in that separate account, from the Company's contractowners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through passthrough voting privileges for variable contract ownerscontractowners. The Except as set forth above, 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. Participating Insurance Companies shall The Company will be responsible for assuring that each of their its separate accounts participating in the Fund Funds calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesall legal requirements. 3.5. 3.6 The Fund Investment Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Investment Company will either provide for annual or special meetings or comply with the requirements of Section 16(c) of the 1940 Act (although the Fund Investment Company 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 Investment Company will act in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission SEC may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the FundInvestment Company's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Investment Company shall provide cameraready camera-ready film or computer diskettes containing the FundInvestment Company's prospectus and Statement of Additional Information, Information and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Investment Company is amended during the year) to have the prospectus for the Contracts and the FundInvestment Company's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Investment Company and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundInvestment Company's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses approved pursuant to Section 1.5 and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund Investment Company prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses Prospectuses and Statements Statement of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundInvestment Company. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundInvestment Company's prospectus, the Fund Investment Company will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the FundInvestment Company's per unit cost of typesetting and printing the FundInvestment Company's prospectus. The same procedures shall be followed with respect to the FundInvestment Company's Statement of Additional Information. The Company agrees to provide the Fund Investment Company or its designee with such information as may be reasonably requested by the Fund Investment Company to assure that the FundInvestment Company's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The FundInvestment Company's prospectus shall state that the Statement of Additional Information for the Fund Investment Company is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the FundInvestment Company). 3.3. 3.3 The FundInvestment Company, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other required communications (except for prospectuses and Statements Statement of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and 3.4 The Company will provide pass-through voting privileges to the extent required by law the Company shall: (i) solicit voting instructions from all Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, owners so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the Investment Company Act of 1940 Act to require as requiring pass-through voting privileges for variable contract Contract owners. Accordingly, the Company, where applicable, will vote shares of the Fund held in its Separate Accounts in a manner consistent with voting instructions timely received from its Contract owners. 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. Participating Insurance Companies shall will be responsible for assuring that each of their its separate accounts participating that participates in the Fund Investment Company calculates voting privileges in a manner consistent with other participating insurance companies. The Company will vote shares for which it has not received timely voting instructions, as well as shares it owns, in the standards set forth on Schedule B attached hereto same proportion as it votes those shares for which it has received voting instructions. 3.5 If and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesextent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Investment Company Act of 1940 or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Investment Company's mixed and shared funding exemptive order, then the Investment Company, and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable. 3.5. 3.6 The Fund Investment Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Investment Company will either provide for annual or special meetings or comply with the requirements of Section 16(c) of the 1940 Act (although the Fund Investment Company 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 Investment Company will act in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission SEC may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. The Underwriter INVESCO shall provide the Insurance Company (at the Insurance Company's expense) with as many printed copies of the FundCompany's current prospectus and Statement of Additional Information as the Insurance Company may reasonably request. If requested by the Insurance Company in lieu thereof, the Fund Company shall provide cameraready film containing such documentation (including a final copy of the Fundnew prospectus as set in type, or on diskette, at the Company's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Company is amended during the yearamended) to have the prospectuses for the Contracts, other funds invested in by the Account, and the Company's prospectus for the Contracts and the Fund's prospectus printed together Funds offered in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, The expenses of such printing to be apportioned between (a) the Insurance Company and (b) the Company may print or its designee in proportion to the Fund's prospectus and/or its Statement number of Additional Information in combination with pages of the Contract and the Company prospectuses, taking account of other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be relevant factors affecting the expense of the Company. For prospectuses printing such as covers, columns, graphs and Statements of Additional Information provided by charts; the Company or its designee to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, bear the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the FundCompany's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number prospectus portion of such prospectuses distributed document for distribution to owners of existing contacts funded by the Contracts, Company's shares and B is the Fund's per unit cost Insurance Company to bear the expenses of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect portion of such document relating to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure Accounts; provided however, that the Fund's Insurance Company shall bear all printing expenses do not include the cost of printing any prospectuses such combined documents where used for distribution to prospective purchasers or Statements of Additional Information other than those actually distributed to existing owners of the Contractsexisting contacts not funded by Company shares. 3.2. The FundCompany's prospectus shall state that the Statement of Additional Information for the Fund Company (the "SAI") is available from the Underwriter or the Company INVESCO (or in the FundCompany's discretion, the Prospectus shall state that such Statement the SAI is available from the FundCompany), and INVESCO (or the Company), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The FundCompany, at its expense, shall provide the Insurance Company with copies of its proxy statementsmaterial, reports to shareholders, stockholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders stockholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law law, the Insurance Company shall: (i) solicit voting instructions from Contract Contact owners; ; (ii) vote the Fund Company shares in accordance with instructions received from Contract owners; and and (iii) vote Fund Company shares for which no instructions have been received in a particular separate account in the same proportion as Fund Company shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.received:

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting. ----------------------------------------- 3.1. 3.1 The Underwriter (or the Fund) shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably requestrequest (at the Company's expense with respect to other than existing Contract owners). If requested by the Company in lieu thereof, the Fund Underwriter (or the Fund) shall provide cameraready film containing such documentation (including a final copy of the new prospectus as set in type at the Fund's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearamended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one documentdocument (such printing to be at the Company's expense with respect to other than existing Contract owners). 3.2 The Underwriter (or the Fund), at its expense, shall print and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print provide the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements then current statement of additional information. Except as provided in the following three sentences, all expenses information free of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by charge to the Company and to its existing owners any owner of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of a Contract or prospective owner who requests such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsstatement. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing distribution (at the Fund's expense) to Contract owners. 3.4. If 3.4 So long as and to the extent that the SEC or its staff continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or if and to the extent required by law law, the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio Series for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownersreceived. The Company reserves the right to vote Fund shares held in any segregated asset account Account in its own right, to the extent permitted by law. Participating Insurance Companies The Company shall be responsible for assuring that each of their separate accounts Account participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this referenceA hereto, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions shall pay for the costs of the 1940 Act requiring soliciting and tabulating such voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretoinstructions.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ----------------------------------------- 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready camera-ready film or computer diskettes containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ------------------------------------------ 3.1. 3.1 The Underwriter shall provide the Company (at the Company's expense) with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready film containing such documentation (including a final copy of the new prospectus as set in type at the Fund's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the yearamended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and document (such printing to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of at the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsexpense). 3.2. 3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (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. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account amount in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 3.5 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting 3.13.1 The Company will bear the printing costs (or duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following Company (or individual Fund) documents, and any supplements thereto, to existing Contract owners of the Insurance Company whose Contract values are invested in the Company: (i) prospectuses and statements of additional information; (ii) annual and semi-annual reports; and (iii) proxy materials. 3.2 The Insurance Company will submit any bills for printing, duplicating and/or mailing costs, relating to the Company documents described above, to Company for reimbursement by the Company. The Underwriter Insurance Company shall monitor such costs and shall use its best efforts to control these costs. The Insurance Company will provide the Company (or INVESCO) on a semi-annual basis, or more frequently as reasonably requested by the Company (or INVESCO), with as many printed copies a current tabulation of the Fund's current prospectus and Statement number of Additional Information as existing Contract owners of the Insurance Company whose Contract values are invested in the Company. The tabulation will be sent to the Company may reasonably request(or INVESCO) in the form of a letter signed by a duly authorized officer of the Insurance Company attesting to the accuracy of the information contained in the letter. If requested by the Company in lieu thereofInsurance Company, the Fund Company shall provide cameraready film containing such documentation (including a final copy of the FundCompany's prospectus as set in type or in camera-ready copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if to print together tin one document the current prospectus and/or Statement of Additional Information for the Fund is amended during Company, the year) to have the current prospectus for the Contracts and issued by the Fund's prospectus Insurance Company and/or the prospectuses of other investment companies available for purchase by the Accounts. In the event that such prospectuses are printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses costs of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed mailing copies of the Funddocument shall be allocated based on the Company's prospectus, share of the Fund will reimburse the Company in an amount equal total costs determined according to the product of A and B where A is the. number of such prospectuses distributed to owners pages of the Contracts, parties' and B is other investment companies' respective portions of the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. document. 3.3 The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fundwill provide, at its expense, shall provide the Insurance Company with copies of its proxy statements, reports to shareholdersthe following Company (or individual Fund) documents, and other communications (except for prospectuses any supplements thereto, with respect to prospective Contract owners of the Insurance Company, and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Insurance Company shall reasonably require bear the expense of printing and mailing such documents: (i) camera-ready copy of the current prospectus for distributing to Contract ownersprinting by the Insurance Company; (ii) a copy of the statement of additional information suitable for duplication; and (iii) camera-ready copy of the annual and semi-annual reports for printing by the Insurance Company. 3.4. 3.4 If and to the extent required by law law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund Company shares in accordance with instructions received from Contract owners; and and (iii) vote Fund Company shares for which no instructions have been received in a particular separate account in the same proportion as Fund Company shares of such portfolio Fund for which instructions have been received in that separate account, received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Insurance Company reserves the right to vote Fund Company shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund Company calculates voting privileges in a manner consistent with the standards set forth on Schedule B C attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligations under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. 3.5 The Fund Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Company will either provide for annual meetings or (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Company currently intends, comply with Section 16(c) of the 1940 Act (although the Fund Company is not one of the trusts described in Section 16(c) of that Act) as well will as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Company will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees directors and with whatever rules the Commission commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ----------------------------------------- 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready camera-ready film or computer diskettes containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of or Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate accountreceived, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-pass- through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B C attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting 3.1. 3.1 The Underwriter shall Fund will provide the Company Company, at the Fund's expense, with as many printed copies of the Fund's current Fund prospectus and Statement of Additional Information for the Designated Portfolios as the Company may reasonably requestrequest for distribution, at the Company's expense, to prospective contract owners and applicants. The Fund will provide, at the Fund's expense, as many copies of said prospectus as necessary for distribution, at the Fund's expense, to existing contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the prospectus to existing contract owners and will xxxx the Fund for the reasonable cost of such distribution. If requested by the Company in lieu thereof, the Fund shall will provide cameraready film containing such documentation, including a final copy of a current prospectus set in type at the Fund's prospectus and Statement of Additional Informationexpense, and such other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus and/or Statement of Additional Information for the Fund is amended during the yearmore frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together together, in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, which case the Fund will reimburse the Company in an amount equal pay its share of reasonable expenses directly related to the product required disclosure of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is information concerning the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The Fund's prospectus shall will state that the Statement statement of Additional Information additional information for the Fund is available from the Underwriter or Company. The Fund will provide the Company (or in Company, at the Fund's discretionexpense, with as many copies of the Prospectus shall statement of additional information as the Company may reasonably request for distribution, at the Company's expense, to prospective contract owners and applicants. The Fund will provide, at the Fund's expense, as many copies of said statement of additional information as necessary for distribution, at the Fund's expense, to any existing contract owner who requests such statement or whenever state or federal law otherwise requires that such Statement is available from statement be provided. The Fund will provide the Fund)copies of said statement of additional information to the Company or to its mailing agent. The Company will distribute the statement of additional information as requested or required and will xxxx the Fund for the reasonable cost of such distribution. 3.3. 3.3 The Fund, at its expense, shall will provide the Company or its mailing agent with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing contract owners and will xxxx the Fund for distributing to Contract ownersthe reasonable cost of such distribution. 3.4. 3.4 If and to the extent required by law the Company shallwill: (ia) solicit voting instructions from Contract owners; contractowners; (iib) vote the Fund shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract ownerscontractowners; and and (iiic) vote Fund shares of the Designated Portfolios held in the Account for which no timely instructions have been received in a particular separate account received, in the same proportion as Fund shares of such portfolio Designated Portfolio for which instructions have been received in that separate account, from the Company's contractowners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract ownerscontractowners. 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. Participating Insurance Companies shall will be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements, including the standards set forth on Schedule B attached hereto Mixed and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesShared Funding Exemptive Order. 3.5. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund either will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to 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 Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the FundInvestment Company's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Investment Company shall provide cameraready camera-ready film or computer diskettes containing the FundInvestment Company's prospectus and Statement of Additional Information, Information and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Investment Company is amended during the year) to have the prospectus for the Contracts and the FundInvestment Company's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Investment Company and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundInvestment Company's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses approved pursuant to Section 1.5 and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund Investment Company prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses Prospectuses and Statements Statement of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundInvestment Company. If the Company chooses to receive camera-camera ready film or computer diskettes in lieu of receiving printed copies of the FundInvestment Company's prospectus, the Fund Investment Company will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the FundInvestment Company's per unit cost of typesetting and printing the FundInvestment Company's prospectus. The same procedures shall be followed with respect to the FundInvestment Company's Statement of Additional Information. The Company agrees to provide the Fund Investment Company or its designee with such information as may be reasonably requested by the Fund Investment Company to assure that the FundInvestment Company's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. 3.2 The FundInvestment Company's prospectus shall state that the Statement of Additional Information for the Fund Investment Company is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the FundInvestment Company). 3.3. 3.3 The FundInvestment Company, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other required communications (except for prospectuses and Statements Statement of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and 3.4 The Company will provide pass-through voting privileges to the extent required by law the Company shall: (i) solicit voting instructions from all Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, owners so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the Investment Company Act of 1940 Act to require as requiring pass-through voting privileges for variable contract Contract owners. Accordingly, the Company, where applicable, will vote shares of the Fund held in its separate accounts in a manner consistent with voting instructions timely received from its Variable Insurance Product owners. 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. Participating Insurance Companies shall will be responsible for assuring that each of their separate accounts participating its Separate Accounts that participates in the Fund Investment Company calculates voting privileges in a manner consistent with other participating insurance companies. The Company will vote shares for which it has not received timely voting instructions, as well as shares it owns, in the standards set forth on Schedule B attached hereto same proportion as it votes those shares for which it has received voting instructions. 3.5 If and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesextent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Investment Company Act of 1940 or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Investment Company's mixed and shared funding exemptive order, then the Investment Company, and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable. 3.5. 3.6 The Fund Investment Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Investment Company will either provide for annual or special meetings or comply with the requirements of Section 16(c) of the 1940 Act (although the Fund Investment Company 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 Investment Company will act in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission SEC may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the FundInvestment Company's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Investment Company shall provide cameraready camera-ready film or computer diskettes containing the FundInvestment Company's prospectus and Statement of Additional Information, Information and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Investment Company is amended during the year) to have the prospectus for the Contracts and the FundInvestment Company's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund Investment Company and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the FundInvestment Company's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses approved pursuant to Section 1.5 and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund Investment Company prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses Prospectuses and Statements Statement of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the FundInvestment Company. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundInvestment Company's prospectus, the Fund Investment Company will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the FundInvestment Company's per unit cost of typesetting and printing the FundInvestment Company's prospectus. The same procedures shall be followed with respect to the FundInvestment Company's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTINGVoting ----------------------------------------- 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide cameraready camera-ready film containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, which are covered in Section 3. 13.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 3.1 The Underwriter shall provide the Company with as many printed copies of the FundTrust's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, thereof the Fund Trust shall provide cameraready film containing such documentation (including a final copy of the Fundnew prospectus as set in type at the Trust's prospectus expense) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund Trust is amended during the yearamended) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and document (such printing to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of at the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contractsexpense). 3.2. 3.2 The FundTrust's prospectus shall state that the Statement of Additional Information for the Fund Trust is available from the Underwriter or the Company (or in the FundTrust's discretion, the Prospectus shall state that such Statement is available from the FundTrust), and the Underwriter (or the Trust), 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. 3.3 The Fund, Trust at its expense, shall provide the Company with copies of its proxy statements, material reports to shareholders, stockholders and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. 3.4 If and to the extent required by law the Company shall: : (i) solicit voting instructions from Contract ownersOwners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no instructions have been received in a particular separate account in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been received in that separate account, received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies The Company shall be responsible for assuring that each of their separate accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. 3.5 The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Trust will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. (a) The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Investment Company to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. (b) The Distributor shall provide the Company Insurer with as many printed copies of the Fund's current prospectus and Statement of Additional Information the Investment Company as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund Investment Company shall provide cameraready film containing such documentation (including a final copy of the Fund's Investment Company’s prospectus as set in type or in camera-ready copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Insurer to either print a stand-alone document or print together in one document the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Investment Company, or a document combining the Investment Company once each year prospectus with prospectuses of other funds in which the Variable Contracts may be invested. The Investment Company shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Insurer shall bear the expense of printing copies of the Investment Company’s prospectus that are used in connection with offering the Variable Contracts issued by the Insurer. (or more frequently if c) The Investment Company and the prospectus and/or Distributor shall provide, at the Investment Company’s expense, such copies of the Investment Company’s current Statement of Additional Information for (“SAI”) as may reasonably be requested, to the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, Insurer and to have the Statement any owner of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided a Variable Contract issued by the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of Insurer who requests such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the ContractsSAI. 3.2. (d) The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The FundInvestment Company, at its expense, shall provide the Company Insurer with copies of its proxy statements, periodic reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract ownersowners of Variable Contracts issued by the Insurer. The Investment Company, at the Insurer’s expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Investment Company shall provide such documentation (including a final copy of the Investment Company’s proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. 3.4. If (e) It is understood and agreed that, except with respect to information regarding the Investment Company, the Funds, the Distributor, or an investment adviser to the extent Investment Company or the Funds (“Adviser”) provided in writing by the Investment Company, the Distributor or the Adviser and used in conformity therewith, none of the Investment Company, the Funds, the Distributor, or the Adviser is responsible for the content of the prospectuses or statements of additional information for the Variable Contracts. (f) As required by law the Mixed and Shared Funding Exemptive Order, the Insurer shall be responsible for calculating voting privileges in a manner consistent with other Participating Insurance Companies. Towards this end, the Investment Company shall:agrees to provide written instructions on the calculation of voting privileges, and the Insurer agree to vote consistent with any reasonable standards that the Investment Company may adopt and provide in writing (which writing may consist of the Investment Company’s proxy statement). (ig) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, For so long as and to the extent that the Securities and Exchange Commission continues to interpret SEC interprets the 1940 Act to require pass-through voting privileges for variable contract ownersby Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote shares of each Fund of the Investment Company held in a Separate Account or a sub-account thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Investment Company in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or sub-account thereof having a voting interest in the Fund. The Insurer shall vote shares of a Fund of the Investment Company reserves held in a Separate Account or a sub-account thereof that are attributable to the right Variable Contracts as to vote Fund which no timely instructions are received, as well as shares held in any segregated asset account in its own right, such Separate Account or subaccount thereof that are not attributable to the extent permitted Variable Contracts and owned beneficially by law. Participating Insurance Companies shall be responsible for assuring the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that each of their separate accounts participating Separate Account or subaccount thereof having a voting interest in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5from whom instructions have been timely received. The Insurer shall vote shares of each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and Investment Company held in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) andits general account, if and when applicableany, 16(b). Further, in the Fund will act in accordance with same proportion as the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) votes cast with respect to periodic elections shares of trustees the Fund held in all Separate Accounts of the Insurer or sub-accounts thereof, in the aggregate. (h) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the Investment Company shall disclose in its prospectus that (i) the Investment Company is intended to be a funding vehicle for variable annuity and with whatever rules variable life insurance contracts offered by various insurance companies, (ii) material irreconcilable conflicts possibly may arise, and (iii) the Commission Board of Trustees of the Investment Company will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Investment Company hereby notifies the Insurer that prospectus disclosure may promulgate with respect theretobe appropriate regarding potential risks of offering shares of the Investment Company to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

PROSPECTUSES AND PROXY STATEMENTS. VOTING 3.1. 5.1 The Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by_the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2 The Distributor shall provide the Company Insurer with as many printed copies of the Fund's current prospectus and Statement of Additional Information the Fund as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Fund shall provide cameraready film containing such documentation (including a final copy of the Fund's prospectus as set in type or in camera-ready copy) and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (Insurer to either print a stand-alone document or more frequently if print together in one document the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the current prospectus for the Variable Contracts issued by the Insurer and the Fund's current prospectus printed together in one document, and to have the Statement of Additional Information for the Fund, or a document combining the Fund and prospectus with prospectuses of other funds in which the Statement of Additional Information for the Variable Contracts printed together in one documentmay be invested. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing The Fund prospectuses and Statements of Additional Information shall be bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Company. For prospectuses and Statements of Additional Information provided by Insurer shall bear the Company to its existing owners of Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost expense of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectusprospectus that are used in connection with offering the Variable Contracts issued by the Insurer. 5.3 The Fund and the Distributor shall provide, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the. number of such prospectuses distributed to owners of the Contracts, and B is at the Fund's per unit cost expense, such copies of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Fund's prospectus shall state that the current Statement of Additional Information for ("SAI") as may reasonably be requested, to the Fund is available from Insurer and to any owner of a Variable Contract issued by the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that Insurer who requests such Statement is available from the Fund)SAI. 3.3. 5.4 The Fund, at its expense, shall provide the Company Insurer with copies of its proxy statementsmaterials, periodic reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which, are covered in Section 3. 1) to shareholders in such quantity as the Company Insurer shall reasonably require for purposes of distributing to Contract ownersowners of Variable Contracts issued by the Insurer. The Fund, at the Insurer's expense, shall provide the Insurer with copies of its periodic reports to shareholders and_other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder acommunications for distribution. 3.4. If and 5.5 For so long as the SEC interprets the 1940 Act to require pass through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the extent required by law 1940 Act, the Company shall: (i) solicit voting instructions from Contract owners; (ii) Insurer shall vote shares of each Portfolio of the Fund shares held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from Contract owners; and (iii) owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Portfolio. The Insurer shall vote shares of a Portfolio of the Fund shares for held in a Separate Account or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions have been received are received, as well as shares held in a particular separate account such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as Fund shares the votes cast by owners of such portfolio for which the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been received timely received. The Insurer shall vote shares of each Portfolio of the Fund_held in that separate its general account, so long if any, in the same proportion as the votes cast with respect to shares of the Portfolio held in all Separate Accounts of the Insurer or subaccounts thereof, in the aggregate. 5.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its prospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board of Trustees Of the Fund will monitor events in order to identify the existence of any material irreconcilable conflicts and to the extent that the Securities and Exchange Commission continues determine what action, if any, should be taken in response to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5such conflict. The Fund will comply with all provisions hereby notifies the Insurer that prospectus disclosure may be appropriate regarding potential risks of offering shares of the 1940 Act requiring voting by shareholders, Fund to separate accounts funding both variable annuity contracts and in particular the Fund will either provide for annual meetings or comply with Section 16(c) variable life insurance policies and to separate accounts funding Variable Contracts 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 Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretounaffiliated life insurance companies.