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 copies of the Fund's current prospectus 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 such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 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 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 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications 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 the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough voting privileges for variable contract owners 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 a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 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 SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7 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 -----------------------------------------VOTING 3.1 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus 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 Companyrequest for marketing purposes. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the any new prospectus as set in type prepared at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to document. The Underwriter shall be at responsible for paying the Companycosts associated with preparing the Fund's expense)prospectus. 3.2 3.2. The Fund's prospectus shall state that the Statement statement of Additional Information additional information ("SAI") for the Fund is available from the CompanyUnderwriter (or in the Fund's discretion, the Prospectus shall state that the SAI is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print and provide a copy of such the SAI free of charge to the Company for itself and for to any owner or prospective owner of a Contract who requests such an SAI. 3.3 3.3. The FundUnderwriter, at its expense, shall provide the Company with copies of its prospectus, proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to existing or prospective Contract owners. 3.4 3.4. If and to the extent required by law, law the Company shall: : (i) solicit i)solicit voting instructions from Contract owners; ; (ii) vote ii)vote the Fund shares in accordance with timely instructions received from Contract owners; and and (iii) vote iii)vote Fund shares for which which: a) no instructions have been received received, and b) Fund shares not attributable to a particular Contract owner, in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Fund shares held in any segregated asset account Separate Account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.6 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 SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees Directors and with whatever rules the Commission may promulgate with respect thereto. 3.7 The Fund will provide 3.6. It is understood and agreed that, except for information regarding the Company with as much notice as , CMFS, or the Contract ;provided by the Fund or Underwriter, the Company is reasonably practicable not responsible for the content of any proxy solicitation for any Designated Portfolio, and of any material change in either 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 statementits statement of additional . It is also understood and agreed that, in an orderly manner. The except with respect to information regarding the Fund, Adviser or the Portfolios, neither the Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with nor the annual updates Underwriter are responsible for such prospectusesthe content of the prospectus or SAI for the Contracts.

PROSPECTUSES AND PROXY STATEMENTS. Voting ----------------------------------------- 3.1 The Underwriter Distributor shall provide the Company with as many copies of the Fund's current prospectus 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 ownersowners who are also indirect shareholders of the Fund, 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 such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 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 Distributor (or 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 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications 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 the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough voting privileges for variable contract owners 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 a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholdersshareholders (which, for these purposes, shall be the persons having a voting interest in the shares of a Designated Portfolio), 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 SEC's interpretation of the requirements of Section 16in (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 -----------------------------------------Voting 3.1 The Underwriter 3.1. At least annually, the Adviser or Distributor shall provide the Company FGWL&A and Schwab with as many printed copies of the Fund's current prospectus for each Designated Portfolio as the Company FGWL&A and Schwab may reasonably request. The Fund shall bear the expense of printing copies of its current prospectus that will be distributed request for distribution 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 FGWL&A or Schwab in lieu thereof, the Fund Fund, Distributor or Adviser shall provide such documentation (including a final camera-ready copy of the new each Designated Portfolio's current prospectus as set in type at type, a diskette containing such documents in the Fund's expenseform sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on an Internet website, all as FGWL&A and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for the Company FGWL&A and Schwab once each year (or more frequently if the prospectus prospectuses for the Fund is Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in one a single document (or posted on a website maintained by or for FGWL&A or Schwab. The Fund, Distributor, and Adviser agree that the prospectus for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. Expenses associated with providing such printing to documentation shall be at the Company's expense)allocated in accordance with Schedule E hereto. 3.2 The Fund's prospectus shall state 3.2. If applicable laws require that the Statement of Additional Information ("SAI"SAT) for the Fund is available from the Companybe distributed to all Contract owners, and the Underwriter (or then the Fund), at its expenseDistributor and/or the Adviser, as appropriate, shall print and provide a FGWL&A with copies of the Fund's SAI for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E hereto, as FGWL&A may reasonably require to permit timely distribution thereof to Contract owners. If requested by FGWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such the Fund SAI free in a format suitable for posting on an Internet website maintained by or on behalf of charge FGWL&A and/or Schwab. The Fund, Distributor and/or the Adviser, as appropriate, shall also provide SAIs to the Company for itself and for any Contract owner of a Contract or prospective owner who requests such SAISAI from the Fund (although it is anticipated that such requests will be made to FGWL&A or Schwab). 3.3 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the Company FGWL&A and Schwab with copies of its the Fund's proxy material, reports to shareholders, stockholders and other communications to shareholders stockholders for the Designated Portfolio(s) in such quantity quantity, with expenses to be borne in accordance with Schedule E hereto, as the Company shall FGWL&A may reasonably require for distributing to permit timely distribution thereof to Contract owners. If requested by FGWL&A or Schwab, the Fund, Distributor or Adviser shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of FGWL&A and/or Schwab. The Fund, Distributor, and Adviser agree that the foregoing materials (other than proxy material) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or series that may be in the Fund unless required by law. 3.4 3.4. If and to the extent required by law, the Company law FGWL&A shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Fund Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Fund Designated Portfolio(s) shares of such portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company FGWL&A reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by law. 3.5 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by in a manner consistent with the standards set forth in the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards Order, provided however, that the Fund shall provide FGWL&A and each Participating Insurance Company with a written copy of such standards and such other assistance as may adopt be necessary to facilitate coordination between FGWL&A and provide other Participating Insurance Companies in writingcomplying with such standards and provided further that FGWL&A shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent Ihe Mixed and Shared Funding Order is superseded by SEC or administrative practice (including no-action relief)- FGWL&A and Schwab shall in no way oppose or interfere with the solicitation of proxies for Fund shares. 3.6 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 (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7 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 Distributor shall provide the Company with as many copies of the Fund's current prospectus 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 ownersowners who are also indirect shareholders of the Fund, 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 such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 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 Distributor (or 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 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications 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 the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough pass-through voting privileges for variable contract owners 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 a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholdersshareholders (which, for these purposes, shall be the persons having a voting interest in the shares of a Designated Portfolio), and in particular the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 as not to require such meeting), or, if annual meetings are not held, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7 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 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus 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 such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary (including film or camera-ready proofs) in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2 3.2. The Fund's prospectus shall state that the Statement of Additional Information ("SAI") for the Fund is available from the CompanyUnderwriter (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 a copy of such SAI Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.3 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications 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 (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require passthrough pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. 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 a Designated Portfolio the Fund calculates voting privileges as required by the Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the Fund may adopt and provide in writingother Participating Insurance Companies. 3.6 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 SECSecurities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7 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 -----------------------------------------Voting 3.1 The Underwriter Each Company shall prepare and provide the Company Fund or its designee with as many copies of the Fund's current prospectus 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 such documentation (including a final copy of the new current prospectus as set (and any supplement thereto) for each Contract, either in type at the Fund's expense) "camera ready" form or on a computer diskette in a form ready for immediate use, and such other assistance as is may be reasonably necessary in order for the Company Fund once each year (or more frequently if the prospectus for the Fund Contracts is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Fund's prospectus shares printed together in one document (and delivered in a timely manner to existing or prospective Contract owners. The expense of such printing to and distributing shall be at borne by the Company's expense)Fund or its Adviser, as appropriate, in accordance with applicable law. 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 in the Fund's discretion, the Prospectus shall state that the SAI 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 The Fund, at its expense, Each Company shall provide the Company Fund or its designee with copies of its proxy materialthe SAI (including any supplement thereto), reports to shareholdersvoting instruction forms, and other communications to shareholders the Contract owners with respect to the Contracts either in "camera ready" form or on a computer diskette in a form ready for immediate use, and such quantity other assistance as may be reasonably necessary in order for the Fund to print and distribute such materials in a timely manner to existing or prospective Contract owners, as the Company case may be. Such materials may be, but are not required to be printed together with the SAI, proxy materials, and other communications or materials of the Fund. The expense of such printing and distributing shall reasonably require for distributing to Contract ownersbe borne by the Fund or its Adviser, as appropriate, in accordance with applicable law. 3.4 If and to the extent required by law, law the Company shallCompanies each agree that they will: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with timely instructions received from Contract owners; and (iii) vote Fund shares for which which: (a) no instructions have been received received, and (b) Fund shares not attributable to a particular Contract owner, in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Each Company reserves the right to vote Fund shares held in any segregated asset account Separate Account in its own right, to the extent permitted by law. 3.5 Participating Insurance . The Companies shall be responsible for assuring insuring that each of their separate accounts Separate Accounts participating in a Designated Portfolio the Fund calculates voting privileges as required by the Shared Funding Exemptive Order and in a manner consistent with any reasonable standards that the Fund may adopt and provide in writingother Participating Insurance Companies. 3.6 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 SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees Directors and with whatever rules the Commission SEC may promulgate with respect thereto. 3.7 The 3.6 As set forth in Section 7.1 it is understood and agreed that, except for information regarding the Companies, the Separate Accounts, CMFS, or the Contracts provided by them to either the Fund will provide or Underwriter, the Company with as much notice as is reasonably practicable Companies are not responsible for the content of any proxy solicitation for any Designated Portfolio, and of any material change in either 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 statementits statement of additional information. As set forth in Section 8.2 and 8.3, in an orderly manner. The Fund will make reasonable efforts it is also understood and agreed that, except with respect to attempt to have changes affecting Contract prospectuses become effective simultaneously with information regarding the annual updates Fund, Adviser or the Portfolios, neither the Fund, nor the Adviser, nor the Underwriter are responsible for such prospectusesthe content of the prospectus or SAI for the Contracts.

PROSPECTUSES AND PROXY STATEMENTS. Voting -----------------------------------------Voting 3.1 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus 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 such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2 3.2. The Fund's prospectus shall state that the Statement of Additional Information ("SAI") for the Fund is available from the CompanyUnderwriter (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 a copy of such SAI Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.3 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy materialstatements, reports to shareholders, and other communications 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 (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require passthrough pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. 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 a Designated Portfolio the Fund calculates voting privileges as required by the Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the Fund may adopt and provide in writingother Participating Insurance Companies. 3.6 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 SECSecurities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7 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 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus and all supplements thereto 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 such documentation (including a final copy of the new prospectus and any supplements thereto as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2 3.2. The Fund's prospectus shall state that the Statement of Additional Information ("SAI") for the Fund is available from the CompanyUnderwriter (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 a copy of such SAI Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner of a Contract or a participant under a Contract who requests such SAIStatement. 3.3 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require for distributing to Contract ownersowners or participants under a Contract. 3.4 3.4. If and to the extent required by law, law the Company shall: (i) solicit voting instructions from Contract owners; Owners or participants; (ii) vote the Fund shares in accordance with instructions received from Contract ownersowners or participants; and and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, : so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Investment Company Act to require passthrough pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. 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 a Designated Portfolio the Fund calculates voting privileges as required by the Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule C attached hereto and incorporated herein by this reference, which standards will also be provided to the Fund may adopt and provide in writingother Participating Insurance Companies. 3.6 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 SECSecurities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7 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 (at the Company's expense) with as many copies of the Fund's current prospectus 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 such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2 The Fund's prospectus shall state that the Statement statement of Additional Information ("SAI") for the Fund is available from the CompanyUnderwriter (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 a copy of such SAI Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such SAIStatement. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications 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, law the Company shall: : (i) solicit voting instructions from Contract owners; ; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, ; so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require passthrough pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. 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 a Designated Portfolio the Fund calculates voting privileges as required by the Shared Funding Exemptive Order and in a manner consistent with any reasonable the standards that set forth on Schedule C attached hereto and incorporated herein by this reference, which standards will also be provided to the Fund may adopt and provide in writingother Participating Insurance Companies. 3.6 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 SECSecurities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7 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.