Common use of Prospectuses, Reports to Shareholders and Proxy Statements; Voting Clause in Contracts

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information prospectus, including the profile prospectus, (the "Fund Prospectus") as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund Prospectus and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund Prospectus is amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund Prospectus printed together in one document or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund's prospectus and current statement of additional informationinformation (the "Fund SAI") as the Company may reasonably request. If requested by the Company in lieu of providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, 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 SAI 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 (the "Contract SAI") and the Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request. If requested by the Company to its Contract owners who currently own shares in lieu of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by providing printed copies of the 1933 Act and/or the 1940 ActFund Reports, the cost of printing Fund shall be borne by the Fund. If the Company chooses to receive provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund Reports printed together or separately. The Company may also elect to print the Fund Reports in combination with other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall bear be referred to as "Combined Reports." For purposes hereof, the cost term "Fund Portion of typesetting to provide the Fund's prospectus Combined Reports" shall refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number or pages 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information Fund Prospectus as the Company may reasonably request. If requested by the Company, in lieu of addition to providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus and statement of additional informationFund Prospectus, or shall provide the same electronically in .pdf format, 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 Prospectus is amended during the year) to have the prospectus for the Contracts (the “Contract Prospectus”) and the Fund's prospectus Fund Prospectus printed together in one documentdocument or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies’ prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a “Combined Prospectus.” For purposes hereof, the term “Fund Portion of the Combined Prospectus” shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund’s current statement of additional information (the “Fund SAI”) as the Company may reasonably request. If requested by the Company in addition to providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, or shall provide the same electronically in .pdf format, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund SAI is amended during the year) to have the statement of additional information for the Fund Contracts (the “Contract SAI”) and the statement of additional information for the Contracts Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and ’ statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided by the Company of other fund companies shall be referred to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by the 1933 Act and/or the 1940 Acta “Combined SAI.” For purposes hereof, 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 term “Fund Portion of the Fund's prospectus, the Fund Combined SAI” shall bear the cost of typesetting to provide the Fund's prospectus refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund SAI pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined SAI in relation to the Fund's statement total number of additional information. The Company agrees to provide pages of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined SAI.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's ’s current prospectus and statement of additional information as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies copies, the Fund shall provide camera-ready film or computer diskettes containing the Fund's ’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 or other disclosure document for the Contracts and the Fund's ’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 Registered Contracts) printed together in one document. Alternatively, the Company may print the Fund's ’s prospectus and/or its statement of additional information in combination with other fund companies' ’ prospectuses and statements of additional information. The Fund shall use its best efforts to provide the Fund’s full prospectus (which includes only the Fund portfolios offered by the Company) and full SAI (which includes all of the portfolios offered by the Fund) no later than April 15th of each year. In no event shall such materials be provided by the Fund to the Company later than April 21st of each year. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For Fund prospectuses and statements of additional information provided by the Company to its Contract owners who currently own shares of one or more Portfolios ("“Existing Contract Owners"”), 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 ’s prospectus, the Fund shall bear the cost of typesetting to provide the Fund's ’s prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "“x" ” and "“y"”, where "“x" ” is the number of such prospectuses disclosure documents distributed to Existing Contract Owners and "“y" ” is the Fund's ’s per unit cost of printing the Fund's ’s prospectus. The same procedures shall be followed with respect to the Fund's ’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 ’s expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate. 3.4. The Fund or its designee shall provide the Company with as many printed copies of the Fund’s current shareholder report as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes containing the Fund’s shareholder reports, and such other assistance as is reasonably necessary in order for the Company twice each year (once for the Fund’s semi-annual report and once for the Fund’s annual report) to have the reports for the Contract Owners and the Fund’s shareholder reports printed together in one document. Alternately, the Company may print the Fund’s shareholder reports in combination with other fund companies’ shareholder reports. 3.5. Except as provided in this Section 3.5, all expenses of preparing, setting in type, printing and distributing Fund shareholder reports shall be the expense of the Company. For Fund shareholder reports provided by the Company to its Contract owners who currently own shares of one or more Portfolios (“Existing Contract Owners”), in order to deliver such reports as required by the 1934 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 shareholder reports, the Fund shall bear the cost of printing and typesetting to provide the Fund’s shareholder reports to the Company in the format in which the Fund is accustomed to formatting shareholder reports, and the Company shall bear the expense of adjusting or changing the format to conform with any of its reports to Contract Owners. In such event, the Fund will reimburse the Company in an amount equal to the product of “x” and “y”, where “x” is the number of such shareholder reports distributed to Existing Contract Owners and “y” is the Fund’s per unit cost of printing the Fund’s shareholder reports. 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 costs of printing, typesetting or distributing any shareholder reports other than the costs of printing those shareholder reports actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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 or other disclosure document 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 Registered 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses disclosure documents distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. The same procedures shall be followed with respect to the Fund's statement of additional information. The Fund shall not pay any costs of typesetting, printing and distributing the Fund's prospectus and/or statement of additional information to prospective Contract owners. (b) 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 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall not pay any costs of distributing such proxy-related material, reports to shareholders, and other communications to prospective Contract owners. (c) 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 costs cost of printingtypesetting, typesetting printing or distributing any prospectuses or statements of additional information the foregoing documents other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing existing Contract Ownersowners. (d) The Fund shall pay no fee or other compensation to the Company under this Agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing. (e) All expenses, including expenses to be borne by the Fund pursuant to Section 3.2 hereof, incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the FundTrust's prospectus prospectuses and/or its statement of additional information in combination with other fund investment companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio’s prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of printing the FundTrust's prospectusprospectuses. The same procedures shall be followed with respect to the FundTrust'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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust's prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information other than shall be the costs expense of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe Company.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information (the "Fund Prospectus") as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus and statement of additional informationFund Prospectus, or shall provide the same electronically in .pdf format, 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 Prospectus is amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund's prospectus Fund Prospectus printed together in one documentdocument or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund's current statement of additional information (the "Fund SAI") as the Company may reasonably request. If requested by the Company in lieu of providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, or shall provide the same electronically in .pdf format, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund SAI is amended during the year) to have the statement of additional information for the Fund Contracts (the "Contract SAI") and the statement of additional information for the Contracts Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request. If requested by the Company to its Contract owners who currently own shares in lieu of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by providing printed copies of the 1933 Act and/or the 1940 ActFund Reports, the cost of printing Fund shall be borne by the Fund. If the Company chooses to receive provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, or shall provide the same electronically in .pdf format, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund Reports printed together or separately. The Company may also elect to print the Fund Reports in combination with other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall bear be referred to as "Combined Reports." For purposes hereof, the cost term "Fund Portion of typesetting to provide the Fund's prospectus Combined Reports" shall refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number or pages 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies copies, the Fund shall provide 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 Variable Products 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 Variable Products 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For any prospectuses and statements of additional information provided by the Company to its Contract the existing owners of Variable Products who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Variable Products who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Variable Products. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing Contract Ownersshareholders in such quantity as the Company shall reasonably require for distribution to contract owners. The Fund or its designee shall bear the cost of printing, duplicating, and mailing of these documents to current contract owners, and the Company shall bear the cost for such documents used for purposes other than distribution to current contract owners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies, if any. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, including 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. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film film, print-ready computer diskettes, or computer diskettes print-ready electronic files containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing and distributing shall be borne by the FundTrust. If the Company chooses to receive The Trust may provide its prospectus and statement of additional information in camera-ready film film, print-ready computer diskettes, or computer diskettes print-ready electronic files in lieu of receiving providing printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationdocuments. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in Section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the Fund's prospectus Trust’s prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus Trust’s prospectuses and/or its statement of additional information in combination with other fund investment companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio’s prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectusTrust’s prospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the Fund's Trust’s prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's Trust’s per unit cost of printing the Fund's prospectusTrust’s prospectuses. The same procedures shall be followed with respect to the Fund's Trust’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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust’s prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information other than shall be the costs expense of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe Company.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies copies, the Fund shall provide 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 Variable Products 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 Variable Products 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For any prospectuses and statements of additional information provided by the Company to its Contract the existing owners of Variable Products who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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-camera- ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Variable Products who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Variable Products. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing Contract Ownersshareholders in such quantity as the Company shall reasonably require for distribution to contract owners. The Fund or its designee shall bear the cost of printing, duplicating, and mailing these documents to current contract owners, and the Company shall bear the cost for such documents used for purposes other than distribution to current contract owners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies, if any. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, including 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. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus and statement of additional information, or shall provide the same electronically in .pdf format, 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 year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If the Company chooses to receive The Trust will provide camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations. The Trust shall, upon request by the Company, provide to the Company Trust prospectuses, reports to shareholders, proxy materials and other Trust communications electronically in .pdf format.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or typesetting, and distributing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts who currently own shares of printing those one or more of the Fund's Portfolios. 3.3. The Fund's statement of additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 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 Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee Trust shall provide the Company Hartford with as many printed copies of the Fund's current prospectus and prospectus(es), statement of additional information information, proxy statements, annual reports and semi annual reports of each Series (and no other series), and any supplements or amendments to any of the foregoing, as the Company Hartford may reasonably request. If requested by the Company, Hartford in lieu of providing the foregoing printed copies documents, the Fund Trust shall provide such documents in the form of camera-ready film or film, computer diskettes containing the Fund's prospectus and statement of additional informationor typeset electronic document files, all as Hartford may reasonably request, and such other assistance as is reasonably necessary in order for Hartford to have any of the Company once each year (or more frequently if the prospectus and/or prospectus(es), statement of additional information for the Fund is amended during the year) to have the prospectus for the Contracts information, proxy statements, annual reports and the Fund's prospectus printed together in one documentsemi annual reports of each Series (and no other series), and any supplements or amendments to have any of the statement of additional information for the Fund and the statement of additional information for the Contracts foregoing, printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its statement of additional information in combination with such documents of other fund companies' prospectuses and statements of additional information. 3.2and/or such documents for the Contracts. Except as provided in this Section 3.2, all expenses of preparing, setting in typeExpenses associated with providing, printing and distributing Fund prospectuses and statements of additional information such documents shall be allocated in accordance with SCHEDULE B attached to this Agreement. The Distributor shall reimburse Hartford within 30 days, upon Hartford's request, for its costs in accordance with SCHEDULE B. The Distributor agrees to use best efforts to resolve any billing discrepancy detected by Hartford and remit any corrective payment upon demand. 3.2 The Trust or its designee will provide Hartford 90 days notice of any change for a Series, including but not limited to, (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) no-action or exemptive requests from the expense of the Company. For prospectuses and statements of additional information provided by the Company to its Contract owners who currently own shares of one SEC, (d) fund name changes, (e) fund adviser or more Portfolios sub-adviser changes; and/or ("Existing Contract Owners"), 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 Fundf) conditions or undertakings that affect Hartford's rights or obligations hereunder. If the Company chooses Trust fails to receive camera-ready film provide Hartford with the required notice, the Trust will reimburse Hartford for all reasonable expenses for facilitating the changes and for notifying Contract owners. Notwithstanding anything to the contrary, the Distributor will provide all registration statement supplements to Hartford in hand no later than the date of filing such document with the Securities and Exchange Commission or computer diskettes thirty (30) days before the effective date thereof, whichever first occurs; time being of the essence. The Trust will provide Hartford with updated shareholder reports no later than 45 days after the end of the reporting period. Harford reserves the right, in lieu its sole discretion, to combine the delivery of receiving printed Trust supplements to coordinate with other Hartford variable product supplements and to levy a surcharge for its administrative costs and expenses incurred in connection with circulating supplements that do not coincide with scheduled variable product prospectus updates. 3.3 The Trust will provide Hartford with copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus its proxy solicitations applicable to the Company Series. Hartford will, to the extent required by law, (a) distribute proxy materials applicable to the Series to eligible Contract owners, (b) solicit voting instructions from eligible Contract owners, (c) vote the Series shares in accordance with instructions received from Contract owners; and (d) if required by law, vote Series shares for which no instructions have been received in the format same proportion as shares of the Series for which instructions have been received. A. To the extent permitted by applicable law, Hartford reserves the right to vote Series shares held in any Separate Account in its own right. B. Unregistered separate accounts subject to the Employee Retirement Income Security Act of 1974 ("ERISA") will refrain from voting shares for which no instructions are received if such shares are held subject to the Fund is accustomed to formatting prospectuses, provisions of ERISA. 3.4 The Trust will comply with all provisions of the 1940 Act and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 rules thereunder requiring voting by the Fund to assure that the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersshareholders.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. 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 shall not pay any costs of typesetting, printing and distributing the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements prospectus and/or statement of additional information other than to prospective Contract owners. Such expenses shall be borne by the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.Company as provided in the Company's General Agency Agreement with Xxxx Xxxxxx Xxxxxxxx Inc.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. 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 shall not pay any costs of typesetting, printing and distributing the Fund's expenses do not include prospectus and/or statement of additional information to prospective Contract owners. (b) The Fund, at its expense, shall provide the costs Company with copies of printingits proxy statements, typesetting or distributing any reports to shareholders, and other communications (except for prospectuses or and statements of additional information other than information, which are covered in Section 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall not pay any costs of printing those prospectuses or statements of additional information actually distributed distributing such proxy related material, reports to Existing shareholders, and other communications to prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus (relating to the Portfolios) and statement of additional information as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus (relating to the Portfolios) 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 (relating to the Portfolios) 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, 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 Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes PDF’s containing the Fund's prospectus Trust’s prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus Trust’s prospectuses and/or its statement of additional information in combination with other fund investment companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio’s prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes PDF’s in lieu of receiving printed copies of the Fund's prospectusTrust’s prospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the Fund's Trust’s prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's Trust’s per unit cost of printing the Fund's prospectusTrust’s prospectuses. The same procedures shall be followed with respect to the Fund's Trust’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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust’s prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information other than shall be the costs expense of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe Company.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing and distributing (including, but not limited to, postage and handling costs) shall be borne by the FundTrust (regardless of whether such documents are printed together with, or separate from, other prospectuses and statements of additional information). If requested by the Company chooses to receive Company, the Trust will provide camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the FundTrust's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust shall provide the Company with copies of its proxy statements, reports to shareholders (annual and semi-annual reports), and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. The cost of printing and distributing (including, but not limited to, postage and handling costs) such documents shall be borne by the Trust. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners"), the Fund in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners Participants who own shares of the Fund, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. 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 shall not pay any costs of typesetting, printing and distributing the Fund's expenses do not include prospectus and/or statement of additional information to prospective Participants. (b) The Fund, at its expense, shall provide the costs Company with copies of printingits proxy statements, typesetting or distributing any reports to shareholders, and other communications (except for prospectuses or and statements of additional information other than information, which are covered in Section 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Participants. The Fund shall not pay any costs of printing those prospectuses or statements of additional information actually distributed distributing such proxy-related material, reports to Existing Contract Ownersshareholders, and other communications to prospective Participants.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. The Fund shall not pay any costs of typesetting, printing or distribution of the Fund's prospectus and/or statement of additional information to prospective Contract owners. Such expenses shall be borne by the Company as provided in the Company's General Agency Agreement with Xxxx Xxxxxx Xxxxxxxx Inc. For prospectuses and statements of additional information provided by the Company to its Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 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 Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, 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 Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 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 Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's ’s current prospectus and statement of additional information as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies copies, the Fund shall provide camera-ready film or computer diskettes containing the Fund's ’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 or other disclosure document for the Contracts and the Fund's ’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 Registered Contracts) printed together in one document. Alternatively, the Company may print the Fund's ’s prospectus and/or its statement of additional information in combination with other fund companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 the current owner of any Contract owners who currently own which provides for the allocation of purchase payments and Contract value to subaccounts investing in shares of one or more Portfolios a Portfolio ("“Existing Contract Owners"”), 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 ’s prospectus, the Fund shall bear the cost of typesetting to provide the Fund's ’s prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "“x" ” and "“y"”, where "“x" ” is the number of such prospectuses disclosure documents distributed to Existing Contract Owners and "“y" ” is the Fund's ’s per unit cost of printing the Fund's ’s prospectus. The same procedures shall be followed with respect to the Fund's ’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 ’s expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate. 3.4. The Fund or its designee shall provide the Company with as many printed copies of the Fund’s current shareholder report as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes containing the Fund’s shareholder reports, and such other assistance as is reasonably necessary in order for the Company twice each year (once for the Fund’s semi-annual report and once for the Fund’s annual report) to have the reports for the Contract Owners and the Fund’s shareholder reports printed together in one document. Alternately, the Company may print the Fund’s shareholder reports in combination with other fund companies’ shareholder reports. 3.5. Except as provided in this Section 3.5, all expenses of preparing, setting in type, printing and distributing Fund shareholder reports shall be the expense of the Company. For Fund shareholder reports provided by the Company to the current owner of any Contract which provides for the allocation of purchase payments and Contract value to subaccounts investing in shares of a Portfolio (“Existing Contract Owners”), in order to deliver such reports as required by the 1934 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 shareholder reports, the Fund shall bear the cost of typesetting to provide the Fund’s shareholder reports to the Company in the format in which the Fund is accustomed to formatting shareholder reports, and the Company shall bear the expense of adjusting or changing the format to conform with any of its reports to Contract Owners. In such event, the Fund will reimburse the Company in an amount equal to the product of “x” and “y”, where “x” is the number of such shareholder reports distributed to Existing Contract Owners and “y” is the Fund’s per unit cost of printing the Fund’s shareholder reports. 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 costs of printing, typesetting or distributing any shareholder reports other than the costs of printing those shareholder reports actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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 or other disclosure document 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 Registered 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses disclosure documents distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate. 3.4. 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 Existing Contract Owners. The Fund shall not pay any costs of distributing such proxy materials, reports to shareholders and other communications to prospective Contract owners. 3.5. If and to the extent required by law, the Company shall distribute all proxy materials furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 0000 Xxx) as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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 or other disclosure document 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 Registered 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 electronic format or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.the

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the FundTrust's prospectus prospectuses and/or its statement of additional information in combination with other fund investment companies' prospectuses and statements of additional information. 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, at or prior to the time of purchase of any Portfolio shares, a copy of such Portfolio’s prospectus and, upon request, a copy of its statement of additional information. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of printing the FundTrust's prospectusprospectuses. The same procedures shall be followed with respect to the FundTrust'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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any prospectuses or statements the Trust's prospectus and/or statement of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners Owners, and "y" y 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 costs cost of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information (and any supplements or amendments thereto) as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film film, electronic transmission or computer diskettes containing the Fund's prospectus and statement of additional informationinformation (and any supplements or amendments thereto), 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 (and any supplements or amendments thereto) in combination with other fund companies' prospectuses and statements of additional information. Upon request by the Company, the Fund will provide written instruction to all Participating Insurance Companies including the Company each time the Fund amends or supplements a Portfolio's current prospectus or statement of additional information directing the Participating Insurance Companies including the Company as to whether the amendment or supplement is to be provided (a) immediately to Contract owners who have Contract value allocated to a Portfolio or (b) is to be held and combined with another Fund or Contract related mailing as permitted by applicable federal securities laws. The Fund agrees that the instruction it gives the Company in each instance will be identical to the instruction it provides other Participating Insurance Companies. 3.2. Except as provided in this Section 3.2Article III and Article V, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information (and any supplements or amendments thereto) shall be the expense of the Company. For prospectuses and statements of additional information (and any supplements or amendments thereto) provided by the Company to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure or otherwise provide information as required by the 1933 Act and/or the 1940 Act, the cost of preparing, setting in type and printing shall be borne by the Fund. If the Company chooses to receive camera-ready film film, electronic transmission or computer diskettes in lieu of receiving printed copies of the Fund's prospectusprospectus and statement of additional information (and any supplements or amendments thereto), the Fund shall bear the cost of typesetting to provide the Fund's prospectus such documents to the Company in the format in which the Fund is accustomed to formatting prospectusesthem, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesdocuments. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses and statements of additional information (and any supplements or amendments thereto) distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationsuch documents. 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information (or any supplements or amendments thereto) other than the costs of printing and typesetting those prospectuses or statements of additional information (or any supplements or amendments thereto) actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Company or such other person as the Fund may designate. 3.4. 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, and any supplements or amendments thereto, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Existing Contract Owners. The Fund shall not pay any costs of distributing such proxy materials, reports to shareholders and other communications to prospective Contract owners. 3.5. If and to the extent required by law, the Company shall distribute all proxy materials furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 0000 Xxx) as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto. 3.7. The Fund will be responsible for calculating the performance information for each Portfolio. The Company will be responsible for calculating the performance information for the Contracts. The Fund agrees to provide the Company with performance information for the Portfolios on a timely basis to enable the Company to calculate performance information for the Contracts in accordance with applicable state and federal law.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing and distributing (including, but not limited to, postage and handling costs) shall be borne by the FundTrust (regardless of whether such documents are printed together with, or separate from, other prospectuses and statements of additional information). If requested by the Company chooses to receive Company, the Trust will provide camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the FundTrust's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust shall provide the Company with copies of its proxy statements, reports to shareholders (annual and semi-annual reports), and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in Section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. The cost of printing and distributing (including, but not limited to, postage and handling costs) such documents shall be borne by the Trust. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's ’s current prospectus and statement of additional information as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies copies, the Fund shall provide camera-ready film or computer diskettes containing the Fund's ’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 or other disclosure document for the Contracts and the Fund's ’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 Contracts) printed together in one document. Alternatively, the Company may print the Fund's ’s prospectus and/or its statement of additional information in combination with other fund companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("“Existing Contract Owners"”), 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 ’s prospectus, the Fund shall bear the cost of typesetting to provide the Fund's ’s prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "“x" ” and "“y"”, where "“x" ” is the number of such prospectuses disclosure documents distributed to Existing Contract Owners and "“y" ” is the Fund's ’s per unit cost of printing the Fund's ’s prospectus. The same procedures shall be followed with respect to the Fund's ’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 ’s expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate. 3.4. The Fund or its designee shall provide the Company with as many printed copies of the Fund’s current shareholder report as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes containing the Fund’s shareholder reports, and such other assistance as is reasonably necessary in order for the Company twice each year (once for the Fund’s semi-annual report and once for the Fund’s annual report) to have the reports for the Contract Owners and the Fund’s shareholder reports printed together in one document. Alternately, the Company may print the Fund’s shareholder reports in combination with other fund companies’ shareholder reports. 3.5. Except as provided in this Section 3.5, all expenses of preparing, setting in type, printing and distributing Fund shareholder reports shall be the expense of the Company. For Fund shareholder reports provided by the Company to its Contract owners who currently own shares of one or more Portfolios (“Existing Contract Owners”), in order to deliver such reports as required by the 1934 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 shareholder reports, the Fund shall bear the cost of typesetting to provide the Fund’s shareholder reports to the Company in the format in which the Fund is accustomed to formatting shareholder reports, and the Company shall bear the expense of adjusting or changing the format to conform with any of its reports to Contract Owners. In such event, the Fund will reimburse the Company in an amount equal to the product of “x” and “y”, where “x” is the number of such shareholder reports distributed to Existing Contract Owners and “y” is the Fund’s per unit cost of printing the Fund’s shareholder reports. 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 costs of printing, typesetting or distributing any shareholder reports other than the costs of printing those shareholder reports actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies copies, the Fund shall provide 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 Variable Products 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 Variable Products 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For any prospectuses and statements of additional information provided by the Company to its Contract the existing owners of Variable Products who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Variable Products who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Variable Products. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing Contract Ownersshareholders in such quantity as the Company shall reasonably require for distribution to contract owners. The Fund or its designee shall bear the cost of printing, duplicating, and mailing these documents to current contract owners, and the Company shall bear the cost for such documents used for purposes other than distribution to current contract owners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies, if any. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, including 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. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes or other electronic files containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the FundTrust's prospectus prospectuses and/or its statement of additional information in combination with other fund investment companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.23.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio's prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes or other electronic files in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.Trust's

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" 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 costs cost of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. The same procedures shall be followed with respect to the Fund's statement of additional information. The Fund shall not pay any costs of typesetting, printing and distributing the Fund's prospectus and/or statement of additional information to prospective Contract owners. (b) 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 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall not pay any costs of distributing such proxy-related material, reports to shareholders, and other communications to prospective Contract owners. (c) 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 costs cost of printingtypesetting, typesetting printing or distributing any prospectuses or statements of additional information the foregoing documents other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing existing Contract Ownersowners. (d) The Fund shall pay no fee or other compensation to the Company under this Agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing. (e) All expenses, including expenses to be borne by the Fund pursuant to Section 3.2 hereof, incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. 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 shall not pay any costs of typesetting, printing and distributing the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements prospectus and/or statement of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee designee, at its option shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information prospectus, including the profile prospectus, (the "Fund Prospectus") as the Company may reasonably request. If requested by the Company, request or in lieu of providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund Prospectus and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund Prospectus is materially amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund Prospectus printed together in one document or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund, at its option, shall provide the Company with as many printed copies of the Fund's prospectus and current statement of additional informationinformation (the "Fund SAI") as the Company may reasonably request or in lieu of providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, 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 SAI is materially 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 Contracts (the "Contract SAI") and the statement of additional information for the Contracts Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided by of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund, at its option, shall provide the Company to its Contract owners who currently own shares with as many printed copies of one or more Portfolios the Fund's annual report and semi-annual report ("Existing Contract Owners"), in order to update disclosure as required by the 1933 Act and/or the 1940 Actcollectively, the cost of printing shall be borne by the Fund. If "Fund Reports") as the Company chooses to receive may reasonably request or in lieu of providing printed copies of the Fund Reports, the Fund shall provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund Reports printed together or separately. The Company may also elect to print the Fund Reports in combination with other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall bear be referred to as "Combined Reports." For purposes hereof, the cost term "Fund Portion of typesetting to provide the Fund's prospectus Combined Reports" shall refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number or pages 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 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 Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee shall provide the Company with as many printed copies of the FundTrust's current prospectus prospectus, Statement of Additional Information ("SAI"), proxy statements supplements and statement annual or semi-annual reports of additional information each Fund as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus and statement of additional informationSAI, 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 SAI for the Fund is Funds are amended during the year) to have the prospectus and SAI for the Contracts and the FundTrust's prospectus and SAI 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust prospectuses and statements of additional information SAI shall be the expense of the Company. For prospectuses and statements of additional information SAI provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of <PAGE> printing shall be borne by the FundTrust. If The Trust will provide an electronic version of the Company chooses to receive camera-ready film or computer diskettes Trust's prospectus in lieu of receiving providing printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information SAI other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing existing owners of the Contracts. 3.3. The Trust's SAI shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract Ownersowners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. 3.5. 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, or to the extent otherwise required by law, the Company shall (i) solicit voting instructions from Contract owners;

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, 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 Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund or its designee shall bear the cost of printing, duplicating, and mailing these documents to Contract owners, and the Company shall bear the cost for such documents used for purposes other than distribution to current Contract Owners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 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 Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee shall provide the Company with as many printed copies of the Fund's ’s current prospectus and statement of additional information as the Company may reasonably request. If requested by the Company, Company in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes containing the Fund's ’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 ’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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's ’s prospectus and/or its statement of additional information in combination with other fund companies' ’ prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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’s prospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's ’s prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's ’s per unit cost of printing the Fund's prospectus’s prospectuses. The same procedures shall be followed with respect to the Fund's ’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 shall not pay any costs of typesetting, printing and distributing the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements ’s prospectus and/or statement of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee designee, at its option shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information prospectus, (the "Fund Prospectus") as the Company may reasonably request. If requested by The Company may elect to print the CompanyFund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund, at its option, shall provide the Company with as many printed copies of the Fund's current statement of additional information (the "Fund SAI") as the Company may reasonably request. The Company may also elect to print the Fund SAI in combination with other fund companies' statements of additional information. For purposes hereof, any combined statement of additional information including the Fund SAI along with the statement of additional information of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund, at its option, shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request or in lieu of providing printed copies of the Fund Reports, the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus and statement of additional informationReports, 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 annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund's prospectus Fund Reports printed together in one document, and or separately. The Company may also elect to have the statement of additional information for print 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 Reports in combination with other fund companies' prospectuses annual reports and statements semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of additional information. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information other fund companies shall be referred to as "Combined Reports." For purposes hereof, the expense term "Fund Portion of the Company. For prospectuses and statements of additional information provided by the Company to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing Combined Reports" 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 shall bear the cost of typesetting to provide the Fund's prospectus refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number or pages 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of preparing, setting in type and printing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus to the Company in the format in which the Fund Trust is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the FundTrust's per unit cost of printing the FundTrust's prospectus. The same procedures shall be followed with respect to the FundTrust's statement of additional information. 3.3. The statement of additional information of the Trust shall be obtainable from the Trust, the Distributor, the Company or such other person as the Trust may designate. 3.4. The Trust, 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 and 3.2) to shareholders in such quantity as the Company shall reasonably require for distributing to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"). The Trust shall not pay any costs of distributing such proxy materials, reports to shareholders and other communications to prospective Contract owners. 3.5. If and to the extent required by law, the Company shall distribute all proxy materials furnished by the Trust to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company agrees reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Trust (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the Fund SEC may interpret Section 16 of the 1940 Act not to require such meetings) or its designee comply with such information Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of the 0000 Xxx) as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may be reasonably requested by the Fund to assure that the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownerspromulgate with respect thereto.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs of printing those prospectuses or statements Contracts. 3.3. The Fund's statement of additional information actually distributed to Existing Contract Ownersshall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information Fund Prospectus as the Company may reasonably request. If requested by the Company, in lieu of addition to providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus and statement of additional informationFund Prospectus, or shall provide the same electronically in ..pdf format, 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 Prospectus is amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund's prospectus Fund Prospectus printed together in one documentdocument or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund's current statement of additional information (the "Fund SAI") as the Company may reasonably request. If requested by the Company in addition to providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, or shall provide the same electronically in .pdf format, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund SAI is amended during the year) to have the statement of additional information for the Fund Contracts (the "Contract SAI") and the statement of additional information for the Contracts Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request. If requested by the Company to its Contract owners who currently own shares in lieu of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by providing printed copies of the 1933 Act and/or the 1940 ActFund Reports, the cost of printing Fund shall be borne by the Fund. If the Company chooses to receive provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, or shall provide the same electronically in .pdf format, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund Reports printed together or separately. The Company may also elect to print the Fund Reports in combination with other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall bear be referred to as "Combined Reports." For purposes hereof, the cost term "Fund Portion of typesetting to provide the Fund's prospectus Combined Reports" shall refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number or pages 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information (and all amendments or supplements to either document) as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide 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 or other disclosure document 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 Registered 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For prospectuses and statements of additional information (and all amendments or supplements to either document) provided by the Company to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses disclosure documents distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate. 3.4. 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 Existing Contract Owners. The Fund shall not pay any costs of distributing such proxy materials, reports to shareholders and other communications to prospective Contract owners. 3.5. The Company shall not bear the cost of distributing proxy materials to the extent the content of a proxy solicitation is the result of actions taken by the Fund or the Adviser. The Company shall bear the cost of distributing proxy materials to the extent the content of a proxy solicitation is the result of actions taken by the Company. If and to the extent required by law, the Company shall distribute, at the Company, Fund or Adviser's expense, as applicable, all proxy materials furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1000 Xxx) as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the FundTrust's prospectus prospectuses and/or its statement of additional information in combination with other fund investment companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of printing the FundTrust's prospectusprospectuses. The same procedures shall be followed with respect to the FundTrust's statement of additional information. The Company agrees Trust shall not pay any costs of typesetting, printing and distributing the Trust's prospectus and/or statement of additional information to prospective Contract owners. (b) The Trust, at the Company's expense, shall provide the Fund or Company with copies of Annual and Semi-Annual Reports (the "Reports") in such quantity as the Company shall reasonably require for distributing to Contract owners. The Trust, at its designee with such information as may be reasonably requested expense, shall provide the Contract owners designated by the Fund Company with copies of its proxy statements and other communications to assure that the Fund's expenses do not include the costs of printing, typesetting or distributing any shareholders (except for prospectuses or and statements of additional information other than the information, which are covered in Section 3.2(a) above, and Reports). The Trust shall not pay any costs of printing those prospectuses or statements of additional information actually distributed distributing Reports and other communications to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners"), the Fund in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners Participants who own shares of the Fund, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. The same procedures shall be followed with respect to the Fund's statement of additional information. The Fund shall not pay any costs of typesetting, printing and distributing the Fund's prospectus and/or statement of additional information to prospective Participants. (b) 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 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Participants. The Fund shall not pay any costs of distributing such proxy-related material, reports to shareholders, and other communications to prospective Participants. (c) 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 costs cost of printingtypesetting, typesetting printing or distributing any prospectuses or statements of additional information the foregoing documents other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersexisting Participants.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the FundTrust's prospectus prospectuses and/or its statement of additional information in combination with other fund investment companies' prospectuses and statements of additional information. 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, at or prior to the time of purchase of any Portfolio shares, a copy of such Portfolio's prospectus and, upon request, a copy of its statement of additional information. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of printing the FundTrust's prospectusprospectuses. The same procedures shall be followed with respect to the FundTrust's statement of additional information. The Company agrees Trust shall not pay any costs of typesetting, printing and distributing the Trust's prospectus and/or statement of additional information to prospective Contract owners. (b) The Trust, at the Company's expense, shall provide the Fund or Company with copies of Annual and Semi-Annual Reports (the "Reports") in such quantity as the Company shall reasonably require for distributing to Contract owners. The Trust, at its designee with such information as may be reasonably requested expense, shall provide the Contract owners designated by the Fund Company with copies of its proxy statements and other communications to assure that the Fund's expenses do not include shareholders (except for prospectuses and statements of additional information, which are covered in Section 3.2(a) above, and Reports). The Trust is responsible for the costs of printing, typesetting or distributing its proxy statements to Contract owners designated by the Company to whom voting privileges are required to be extended. The Trust shall not pay any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed distributing Reports and other communications to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus and statement of additional information, or shall provide the same electronically in .pdf format, 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 year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If the Company chooses to receive The Trust will provide camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations. The Trust shall, upon request by the Company, provide to the Company Trust prospectuses, reports to shareholders, proxy materials and other Trust communications electronically in ..pdf format.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies copies, the Fund shall provide 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 Variable Products 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 Variable Products 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For any prospectuses and statements of additional information provided by the Company to its Contract the existing owners of Variable Products who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Variable Products who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Variable Products. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing Contract Ownersshareholders in such quantity as the Company shall reasonably require for distributing to contract owners. The Fund or its designee shall bear the cost of printing, duplicating, and mailing of these documents to current contract owners, and the Company shall bear the cost for such documents used for purposes other than distribution to current contract owners. 3.5. 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

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the Fund's prospectus Trust’s prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses or private placement memoranda for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus Trust’s prospectuses and/or its statement of additional information in combination with other fund investment companies' ’ prospectuses and statements of additional information. 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, at or prior to the time of purchase of any Portfolio shares, a copy of such Portfolio’s prospectus and, upon request, a copy of its statement of additional information. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectusTrust’s prospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the Fund's Trust’s prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, statements of additional information and private placement memoranda. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's Trust’s per unit cost of printing the Fund's prospectusTrust’s prospectuses. The same procedures shall be followed with respect to the Fund's Trust’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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any prospectuses or statements the Trust’s prospectus and/or statement of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus prospectus, Statement of Additional Information (“SAI”), proxy statements, supplements and statement annual or semi-annual reports of additional information each Fund as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the Fund's Trust’s prospectus and statement of additional informationSAI, 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 SAI for the Fund is Funds are amended during the year) to have the prospectus and SAI for the Contracts and the Fund's Trust’s prospectus and SAI 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust prospectuses and statements of additional information SAI shall be the expense of the Company. For prospectuses and statements of additional information SAI provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If The Trust will provide an electronic version of the Company chooses to receive camera-ready film or computer diskettes Trust’s prospectus in lieu of receiving providing printed copies of the Fund's Trust’s prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund's Trust’s expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information SAI other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing existing owners of the Contracts. 3.3. The Trust’s SAI shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract Ownersowners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. 3.5. 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, or to the extent otherwise 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 n the same proportion as Trust shares of such Fund for which instructions have not been received. The Company reserves the right to vote Fund shares held in any Account in its own right, to the extent permitted by law.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 Trust companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of typesetting and printing the FundTrust's prospectus. The same procedures shall be followed with respect to the FundTrust's statement of additional information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. The same procedures shall be followed with respect to the Fund's statement of additional information. The Fund shall not pay any costs of typesetting, printing and distributing the Fund's prospectus and/or statement of additional information to prospective Contract owners. (b) The Fund, at its expense, shall provide the Company agrees 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 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners and shall pay the cost of distributing these materials. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's proxy statements, reports to shareholders, and other communications, the Fund shall bear the cost of typesetting to provide the Fund or its designee with such information as may be reasonably requested by Fund's proxy statements, reports to shareholders, and other communications to the Company in the format in which the Fund is accustomed to assure that formatting proxy statements, reports to shareholders, and other communications, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its proxy statements, reports to shareholders, and other communications. In such event, the Fund will reimburse the Company in an amount equal to the product of x and y where x is the number of such proxy statements, reports to shareholders or other communications distributed to owners of the Contracts, and y is the Fund's expenses do per unit cost of printing the Fund's proxy statements, reports to shareholders, and other communications. The Fund shall not include the pay any costs of printingdistributing such proxy related material, typesetting or distributing any prospectuses or statements of additional information reports to shareholders, and other than the costs of printing those prospectuses or statements of additional information actually distributed communications to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the FundTrust's prospectus prospectuses and/or its statement of additional information in combination with other fund investment companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.23.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio's prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of printing the FundTrust's prospectusprospectuses. The same procedures shall be followed with respect to the FundTrust'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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust's prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information other than shall be the costs expense of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe Company.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information (the "Fund Prospectus") as the Company may reasonably request. If requested by the Company, in lieu of addition to providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus and statement of additional informationFund Prospectus, or shall provide the same electronically in .pdf format, 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 Prospectus is amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund's prospectus Fund Prospectus printed together in one documentdocument or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund's current statement of additional information (the "Fund SAI") as the Company may reasonably request. If requested by the Company in addition to providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, or shall provide the same electronically in .pdf format, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund SAI is amended during the year) to have the statement of additional information for the Fund Contracts (the "Contract SAI") and the statement of additional information for the Contracts Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided by the Company of other fund companies shall be referred to its Contract owners who currently own shares of one or more Portfolios (as a "Existing Contract Owners"), in order to update disclosure as required by the 1933 Act and/or the 1940 ActCombined SAI." For purposes hereof, 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 term "Fund Portion of the Fund's prospectus, the Fund Combined SAI" shall bear the cost of typesetting to provide the Fund's prospectus refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund SAI pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined SAI in relation to the Fund's statement total number of additional information. The Company agrees to provide pages of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined SAI.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's ’s current prospectus and statement of additional information as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes containing the Fund's ’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 ’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 ’s prospectus and/or its statement of additional information in combination with other fund companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or of more Portfolios ("“Existing Contract Owners"”), 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 company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's ’s prospectus, the Fund shall bear the cost of typesetting to provide the Fund's ’s prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "“x" ” and "“y"”, where "“x" ” is the number of such prospectuses distributed to Existing Contract Owners and "“y" ” is the Fund's ’s per unit cost of printing the Fund's ’s prospectus. The same procedures shall be followed with respect to the Fund's ’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 ’s expenses do not include the costs of or printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate. 3.4. The Fund, as 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 Existing Contract Owners. The Fund shall no pay any costs of distributing such proxy materials, reports to shareholders and other communications to prospective Contract owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus and prospectuses, current statement of additional information (“SAI”), supplements, proxy statements and annual and semi-annual reports describing only each Portfolio listed on Schedule B as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company, in lieu of providing printed copies of the Fund current prospectus, SAI and supplements, and annual or semi-annual reports, the Trust shall provide cameraa print-ready film PDF, or computer diskettes containing an electronic copy of such documents in a format suitable for printing and posting on the Fund's prospectus and statement of additional information, and such other assistance as is reasonably necessary Company’s website in order for the Company to have the prospectuses for the Contracts and the applicable Trust prospectuses, SAIs and supplements and annual or semi-annual reports printed together in one document or posted on the Company’s website or printed separately once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust 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 The Company may elect to print the Fund's prospectus Trust’s prospectuses and/or its statement of additional information in combination with other fund investment companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2, all expenses 3.2(a) The Company will deliver or cause to be delivered to each of preparing, setting in type, 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 Contract owners who currently own shares of one owners, at or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus prior to the Company in the format in which the Fund is accustomed to formatting prospectusestime of purchase of any Portfolio shares, and the Company shall bear the expense a copy of adjusting or changing the format to conform with any such Portfolio’s prospectus and, upon request, a copy of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional information. . 3.2(b) The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund's Trust’s expenses do not include the costs cost of printingtypesetting, typesetting printing or distributing any prospectuses or statements of additional information the foregoing documents other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing existing Contract Ownersowners. 3.2(c) The Trust shall provide the Company with information regarding each Portfolio’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information prospectus, including the profile prospectus, (the "Fund Prospectus") as the Company may reasonably requestrequest for distribution to Contract owners whose Contracts are funded by Portfolio shares. If requested by the Company, in lieu of providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund Prospectus and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund Prospectus is amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund Prospectus printed together in one document or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund's prospectus and current statement of additional informationinformation (the "Fund SAI") as the Company may reasonably request for distribution to any owner of a Contract funded by Portfolio shares. If requested by the Company in lieu of providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, 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 SAI 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 (the "Contract SAI") and the Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request for distribution to Contract owners whose Contracts are funded by Portfolio shares. If requested by the Company to its Contract owners who currently own shares in lieu of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by providing printed copies of the 1933 Act and/or the 1940 ActFund Reports, the cost of printing Fund shall be borne by the Fund. If the Company chooses to receive provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund Reports printed together or separately. The Company may also elect to print the Fund Reports in combination with other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall bear be referred to as "Combined Reports." For purposes hereof, the cost term "Fund Portion of typesetting to provide the Fund's prospectus Combined Reports" shall refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number or pages 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or Fund, at its designee shall expense, will print and provide the Company with as many printed copies of the Fund's Series' current prospectus prospectus(es) and statement of additional information as the Company may reasonably requestrequest to deliver to existing Contract owners. If requested by At the Company's request, the Fund will provide, in lieu of providing the printed copies the Fund shall provide prospectuses, camera-ready film or film, computer diskettes or typeset electronic document files containing the Fund's prospectus Series' prospectus(es) 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 printing by the Fund is amended during the year) to have the prospectus for the Contracts and Company at the Fund's prospectus printed together in one documentexpense. the Company will deliver, at the Fund's expense, the Series' prospectus(es) 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 to existing Contract owners. A. The Company may elect to print the Fund's prospectus Series' prospectus(es) and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. In this case, the Fund's share of the total expense for printing and delivery of the combined prospectus shall be determined pro-rata based upon the page count of the Series' prospectus as compared to the total page count for the combined prospectus containing all other funds offered under the Contracts. 3.2. Except as provided in this Section 3.23.2 The Company, all expenses at its expense, will print the Contract prospectus for use with prospective owners of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundContracts. If the Company chooses to receive camera-ready film or film, computer diskettes or typeset electronic document files in lieu of receiving printed copies of the Fund's prospectusSeries' prospectus(es) and statement of additional information, the Fund shall bear the cost of typesetting providing the camera-ready film, diskettes or type-set electronic document files. 3.3 The Fund, at its expense, will provide the Company with copies of its reports to provide shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing, at the Fund's prospectus expense, to Contract owners. 3.4 The Fund will provide the Company with copies of its proxy solicitations applicable to the Company in Series. the format in which the Fund is accustomed to formatting prospectusesCompany, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is at the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect expense, will, to the Fund's statement extent required by law, (a) distribute proxy materials applicable to the Series to eligible Contract owners, (b) solicit voting instructions from eligible Contract owners, (c) vote the Series shares in accordance with instructions received from Contract owners; and (d) if required by law, vote Series shares for which no instructions have been received in the same proportion as shares of additional information. the Series for which instructions have been received. A. To the extent permitted by applicable law, the Company reserves the right to vote Series shares held in any Separate Account in its own right. B. Unregistered separate accounts subject to the Employee Retirement Income Security Act of 1974 ("ERISA") will refrain from voting shares for which no instructions are received if such shares are held subject to the provisions of ERISA. 3.5 The Company agrees to provide Fund will comply with all provisions of the Fund or its designee with such information as may be reasonably requested 1940 Act and the rules thereunder requiring voting by the Fund to assure that the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersshareholders.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust and the statement of additional information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's Fund prospectus and/or its statement of additional information in combination with other fund companies' the Contract prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If the Company chooses to receive The Trust will provide camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the Contracts. In the event of a combined printing as discussed above, the expenses of such printing will be apportioned between the Company and the Trust in proportion to the number of pages of the Contract prospectus, other fund prospectuses and the Trust prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs, and charts; the Trust to bear the costs of printing those the Trust prospectus portion of such document for distribution to owners of existing Contracts funded by the Trust shares and the Company to bear the expense of printing the portion of such documents relating to the Account; provided, however, the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers of the Contracts. 3.3. The Trust's statement of additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If the Company chooses to receive The Trust will provide camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 Trust shares of such Fund for which instructions have been received, 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's current prospectus and prospectus(es), statement of additional information information, proxy statements, annual reports and semi annual reports of each Series (and no other series), and any supplements or amendments to any of the foregoing, as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund Trust shall provide camera-ready film such documents in the form of typeset electronic document files or computer diskettes containing the Fund's prospectus and statement of additional information, other such electronic means and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to have any of the prospectus and/or prospectus(es), statement of additional information for the Fund is amended during the year) to have the prospectus for the Contracts information, proxy statements, annual reports and the Fund's prospectus printed together in one documentsemi annual reports of each Series (and no other series), and any supplements or amendments to have any of the statement of additional information for the Fund and the statement of additional information for the Contracts foregoing. Such documents may be printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its statement of additional information in combination with such documents of other fund companies' and/or such documents for the Contracts and/or may be delivered electronically. The decision of whether to distribute summary prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, printing and distributing Fund or statutory prospectuses and statements of additional information shall be for a Series is at the expense discretion of the Company. For prospectuses Expenses associated with providing, printing, processing and statements of additional information provided distributing such documents shall be allocated in accordance with Schedule Battached hereto. The Distributor shall reimburse the Company within 30 days, upon the Company's request, for its costs in accordance with Schedule B. If any such reimbursement payment is not received by the Company within 30 days after being presented with the Company's invoice therefor, interest will begin to its Contract owners who currently own shares accrue thereon at the rate of one 1.5% a month or more Portfolios ("Existing Contract Owners")the highest rate permitted by law, in order whichever shall be greater. The Distributor agrees to update disclosure as required use best efforts to resolve any billing discrepancy detected by the 1933 Act Company and remit any corrective payment promptly upon demand. 3.2 The Trust or its designee will provide the Company 90 days notice of any change for a Series, including but not limited to, (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) no-action or exemptive requests from the SEC, (d) fund name changes, (e) fund adviser or sub-adviser changes; and/or (f) conditions or undertakings that affect the 1940 Act, the cost of printing shall be borne by the FundCompany's rights or obligations hereunder. If the Trust does not provide the Company chooses with 90 days notice the Company will use its best efforts to receive camera-ready film or computer diskettes in lieu make the change at the date requested by the Trust. The Trust will reimburse the Company for all reasonable expenses for facilitating the changes and for notifying Contract owners of receiving printed copies such changes, including any additional expenses incurred by the Company as a result of the Fund's prospectus, the Fund shall bear the cost of typesetting Trust failing to provide the Fund's prospectus Company with the required notice. Notwithstanding anything to the contrary, the Distributor will provide all registration statement supplements to the Company in hand no later than the format in which date of filing such document with the Fund is accustomed to formatting prospectusesSecurities and Exchange Commission or thirty (30) days before the effective date thereof, and whichever first occurs; time being of the essence. The Trust will provide the Company shall bear with updated shareholder reports no later than 30 days after the expense end of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationreporting period. The Company agrees reserves the right, in its sole discretion, to combine the delivery of Trust supplements to coordinate with other Company variable product supplements and to levy a surcharge for its administrative costs and expenses incurred in connection with circulating supplements that do not coincide with scheduled variable product prospectus updates. 3.3 The Trust will provide the Fund or Company with copies of its designee proxy solicitations applicable to the Series. The Company will, to the extent required by law, (a) distribute proxy materials applicable to the Series to eligible Contract owners, (b) solicit voting instructions from eligible Contract owners, (c) vote the Series shares in accordance with instructions received from Contract owners; and (d) if required by law, vote Series shares for which no instructions have been received in the same proportion as shares of the Series for which instructions have been received. A. To the extent permitted by applicable law, the Company reserves the right to vote Series shares held in any Separate Account in its own right. B. Unregistered separate accounts subject to the Employee Retirement Income Security Act of 1974 ("ERISA") will refrain from voting shares for which no instructions are received if such information as may be reasonably requested shares are held subject to the provisions of ERISA. 3.4 The Trust will comply with all provisions of the 1940 Act and the rules thereunder requiring voting by the Fund to assure that the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersshareholders.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the FundPortfolio's current prospectus and statement of additional information as the Company may reasonably request. If requested by the Company, Company in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes containing the FundPortfolio'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 for the Portfolios printed together in one document, and document or separately. The Company may elect to have print the statement of additional information prospectus 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 Portfolios and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 FundPortfolio's prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. The same procedures shall be followed with respect to the Fund's statement of additional information. The Fund shall not pay any costs of typesetting, printing and distributing the Fund's prospectus and/or statement of additional information to prospective Contract owners. (b) 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 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall not pay any costs of distributing such proxy-related material, reports to shareholders, and other communications to prospective Contract owners. (c) 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 costs cost of printingtypesetting, typesetting printing or distributing any prospectuses or statements of additional information the foregoing documents other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing existing Contract Ownersowners. (d) The Fund shall pay no fee or other compensation to the Company under this Agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing. (e) All expenses, including expenses to be borne by the Fund pursuant to Section 3.2 hereof, incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the Fund's prospectus Trust’s prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus Trust’s prospectuses and/or its statement of additional information in combination with other fund investment companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio’s prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectusTrust’s prospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the Fund's Trust’s prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's Trust’s per unit cost of printing the Fund's prospectusTrust’s prospectuses. The same procedures shall be followed with respect to the Fund's Trust’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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust’s prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information other than shall be the costs expense of the Company. For clarification purposes, expenses associated with providing, printing those prospectuses or statements of additional information actually distributed and distributing such documents shall be allocated in accordance with Schedule D attached to Existing Contract Ownersthis Agreement. The parties agree to use reasonable efforts to resolve any billing discrepancy detected by another party and, to the extent agreed to by all parties, remit any corrective payment upon demand.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film film, print-ready computer diskettes, or computer diskettes print-ready electronic files containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing and distributing shall be borne by the FundTrust. If the Company chooses to receive The Trust may provide its prospectus and statement of additional information in camera-ready film film, print-ready computer diskettes, or computer diskettes print-ready electronic files in lieu of receiving providing printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationdocuments. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in Section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 PH02A/13795.1 (iii) vote Fund shares for which no instructions have been received in the same proportion as Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If the Company chooses to receive The Trust will provide camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the Contracts. In the event there is a combined printing of prospectuses, the expenses of such printing will be apportioned between (a) the Company and (b) the Trust in proportion to the number of pages of the Contract prospectus, other fund prospectuses and the Trust prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs, and charts; the Trust to bear the costs of printing those the Trust prospectus portion of such document for distribution to owners of existing Contracts funded by the Trust shares and the Company to bear the expense of printing the portion of such documents relating to the Account; provided, however, the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by Trust shares. 3.3. The Trust's statement of additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus (describing only the Portfolios listed in Schedule B hereto) and statement of additional information (describing all of the Fund's Portfolios) as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies copies, the Fund shall provide camera-ready film or computer diskettes or other electronic files 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 or other disclosure document 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 <Page> for the Contracts Registered 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 or other electronic files in lieu of receiving printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.equal

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the Fund's prospectus Trust’s prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus Trust’s prospectuses and/or its statement of additional information in combination with other fund investment companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.23.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio’s prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectusTrust’s prospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the Fund's Trust’s prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's Trust’s per unit cost of printing the Fund's prospectusTrust’s prospectuses. The same procedures shall be followed with respect to the Fund's Trust’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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust’s prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information other than shall be the costs expense of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe Company.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information (the "Fund Prospectus") as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund Prospectus and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund Prospectus is amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund Prospectus printed together in one document or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund's prospectus and current statement of additional informationinformation (the "Fund SAI") as the Company may reasonably request. If requested by the Company in lieu of providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, 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 SAI 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 (the "Contract SAI") and the Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request. If requested by the Company to its Contract owners who currently own shares in lieu of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by providing printed copies of the 1933 Act and/or the 1940 ActFund Reports, the cost of printing Fund shall be borne by the Fund. If the Company chooses to receive provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund Reports printed together or separately. The Company may also elect to print the Fund Reports in combination with other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall bear be referred to as "Combined Reports." For purposes hereof, the cost term "Fund Portion of typesetting to provide the Fund's prospectus Combined Reports" shall refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number or pages 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners Owners, and "y" y 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 costs cost of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The Fund's statement of additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. 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. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies 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 Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus (describing only the Portfolios listed in Schedule B hereto) and statement of additional information (describing all of the Fund's Portfolios) as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies copies, the Fund shall provide camera-ready film or computer diskettes or other electronic files 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 or other disclosure document 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 Registered 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 or other electronic files in lieu of receiving printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses disclosure documents distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate. 3.4. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current shareholder report as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes or other electronic files containing the Fund's shareholder reports, and such other assistance as is reasonably necessary in order for the Company twice each year (once for the Fund's semi-annual report and once for the Fund's annual report) to have the reports for the Contract Owners and the Fund's shareholder reports printed together in one document. Alternately, the Company may print the Fund's shareholder reports in combination with other fund companies' shareholder reports. 3.5. Except as provided in this Section 3.5, all expenses of preparing, setting in type, printing and distributing Fund shareholder reports shall be the expense of the Company. For Fund shareholder reports provided by the Company to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), in order to deliver such reports as required by the 1934 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 or other electronic files in lieu of receiving printed copies of the Fund's shareholder reports, the Fund shall bear the cost of typesetting to provide the Fund's shareholder reports to the Company in the format in which the Fund is accustomed to formatting shareholder reports, and the Company shall bear the expense of adjusting or changing the format to conform with any of its reports to Contract Owners. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such shareholder reports distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's shareholder reports. 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 costs of printing, typesetting or distributing any shareholder reports other than the costs of printing those shareholder reports actually distributed to Existing Contract Owners. 3.6. The Fund, at its expense, shall provide the Company with copies of its proxy statements and other communications (except for prospectuses and statements of additional information that are covered in Section 3.1 and reports to shareholders that are covered in Section 3.4) to shareholders in such quantity as the Company shall reasonably require for distributing to Existing Contract Owners. The Fund shall not pay any costs of distributing such materials to prospective Contract owners. 3.7. If and to the extent required by law, the Company shall distribute all proxy materials furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.8. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 0000 Xxx) as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. The same procedures shall be followed with respect to the Fund's statement of additional information. The Fund shall not pay any costs of typesetting, printing and distributing the Fund's prospectus and/or statement of additional information to prospective Contract owners. (b) 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 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall not pay any costs of distributing such proxy-related material, reports to shareholders, and other communications to prospective Contract owners. (c) 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 costs cost of printingtypesetting, typesetting printing or distributing any prospectuses or statements of additional information the foregoing documents other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing existing Contract Ownersowners. (d) The Fund shall pay no fee or other compensation to the Company under this Agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing. (e) All expenses, including expenses to be borne by the Fund pursuant to Section 3.2 hereof, incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the FundTrust's prospectus prospectuses and/or its statement of additional information in combination with other fund investment companies' prospectuses and statements of additional information. 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, at or prior to the time of purchase of any Portfolio shares, a copy of such Portfolio's prospectus and, upon request, a copy of its statement of additional information. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type, type and printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of printing the FundTrust's prospectusprospectuses. The same procedures shall be followed with respect to the FundTrust's statement of additional information. The Company agrees Trust shall not pay any costs of typesetting, printing and distributing the Trust's prospectus and/or statement of additional information to prospective Contract owners. (b) The Trust, at the Company's expense, shall provide the Fund or Company with copies of Annual and Semi-Annual Reports (the "Reports") in such quantity as the Company shall reasonably require for distributing to Contract owners. The Trust, at its designee with such information as may be reasonably requested expense, shall provide the Contract owners designated by the Fund Company with copies of its proxy statements and other communications to assure that the Fund's expenses do not include the costs of printing, typesetting or distributing any shareholders (except for prospectuses or and statements of additional information other than the information, which are covered in Section 3.2(a) above, and Reports). The Trust shall not pay any costs of printing those prospectuses or statements of additional information actually distributed distributing Reports and other communications to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1(a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information (the "Fund Prospectus") as the Company may reasonably request. If requested by the Company, Company in lieu of providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund Prospectus and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund Prospectus is amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund Prospectus printed together in one document or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. 3.1(b) The Fund shall provide the Company with as many printed copies of the Fund's prospectus and current statement of additional informationinformation (the "Fund SAI") as the Company may reasonably request. If requested by the Company in lieu of providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, 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 SAI 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 (the "Contract SAI") and the Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. 3.1 (c). The Fund shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request. If requested by the Company to its Contract owners who currently own shares in lieu of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by providing printed copies of the 1933 Act and/or the 1940 ActFund Reports, the cost of printing Fund shall be borne by the Fund. If the Company chooses to receive provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund Reports printed together or separately. The Company may also elect to print the Fund Reports in combination with other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall bear be referred to as a "Combined Reports." For purposes hereof, the cost term "Fund Portion of typesetting to provide the Fund's prospectus Combined Reports" shall refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number of additional information. The Company agrees to provide pages of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information prospectus, including the profile prospectus, (the "Fund Prospectus") as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund Prospectus and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund Prospectus is amended during the year) to have the prospectus for the Contracts (the "Contract Prospectus") and the Fund Prospectus printed together in one document or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund's prospectus and current statement of additional informationinformation (the "Fund SAI") as the Company may reasonably request. If requested by the Company in lieu of providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, 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 SAI 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 (the "Contract SAI") and the Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request. If requested by the Company to its Contract owners who currently own shares in lieu of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by providing printed copies of the 1933 Act and/or the 1940 ActFund Reports, the cost of printing Fund shall be borne by the Fund. If the Company chooses to receive provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which "Contract Reports") and the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting Reports printed together or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationseparately. The Company agrees may also elect to provide print the Fund or its designee Reports in combination with such information as may be reasonably requested by other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall be referred to assure that as "Combined Reports." For purposes hereof, the Fund's expenses do not include term "Fund Portion of the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.Combined

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the FundTrust's prospectus prospectuses and/or its statement of additional information in combination with other fund investment companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio's prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of printing the FundTrust's prospectusprospectuses. The same procedures shall be followed with respect to the FundTrust'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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust's prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information shall be the expense of the Company. (b) The Trust, at the Company's expense, shall provide the Company with copies of Annual and Semi-Annual Reports (the "Reports") in such quantity as the Company shall reasonably require for distributing to Contract owners. The Trust, at its expense, shall provide the Contract owners designated by the Company with copies of its proxy statements and other than the costs of printing those communications to shareholders (except for prospectuses or and statements of additional information actually distributed information, which are covered in Section 3.2(a) above, and Reports). The Trust shall not pay any costs of distributing Reports and other communications to Existing prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus prospectus, Statement of Additional Information (“SAI”), proxy statements supplements and statement annual or semi-annual reports of additional information each Fund as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the Fund's Trust’s prospectus and statement of additional informationSAI, 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 SAI for the Fund is Funds are amended during the year) to have the prospectus and SAI for the Contracts and the Fund's Trust’s prospectus and SAI 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust prospectuses and statements of additional information SAI shall be the expense of the Company. For prospectuses and statements of additional information SAI provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If The Trust will provide an electronic version of the Company chooses to receive camera-ready film or computer diskettes Trust’s prospectus in lieu of receiving providing printed copies of the Fund's Trust’s prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the Fund's Trust’s expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information SAI other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing existing owners of the Contracts. 3.3. The Trust’s SAI shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract Ownersowners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. 3.5. So long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise 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 for which instructions have been received. The Company reserves the right to vote Fund shares held in any Account in its own right, to the extent permitted by law.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's Trust’s current prospectus and statement of additional information prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes or other electronic files containing the Fund's prospectus Trust’s prospectuses and statement of additional information, and such other assistance as is reasonably necessary information in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus Trust’s prospectuses and/or its statement of additional information in combination with other fund investment companies' ’ prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, all expenses at or prior to the time of preparingpurchase of any Portfolio shares, setting in typea copy of such Portfolio’s prospectus and, printing and distributing Fund prospectuses and statements upon request, a copy of its statement of additional information shall be the expense of the Companyinformation. For prospectuses and statements of additional information provided by the Company to its Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes or other electronic files in lieu of receiving printed copies of the Fund's prospectusTrust’s prospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the Fund's Trust’s prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's Trust’s per unit cost of printing the Fund's prospectusTrust’s prospectuses. The same procedures shall be followed with respect to the Fund's Trust’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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust’s prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information other than shall be the costs expense of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe Company.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and prospectus(es), statement of additional information information, proxy statements, annual reports and semi annual reports of the Fund, and any supplements or amendments to any of the foregoing, as the Company may reasonably request. If requested by the Company, Company in lieu of providing the foregoing printed copies documents, the Fund shall provide camera-ready film or computer diskettes containing such documents in electronic format as the Fund's prospectus and statement of additional informationCompany may reasonably request, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to have any of the prospectus and/or prospectus(es), statement of additional information for the Fund is amended during the year) to have the prospectus for the Contracts information, proxy statements, annual reports and semi annual reports of the Fund's prospectus printed together in one document, and any supplements or amendments to have any of the statement of additional information for the Fund and the statement of additional information for the Contracts foregoing, printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its statement of additional information in combination with such documents of other fund companies' prospectuses ’ and/or such documents for the Contracts. Expenses associated with providing, printing and statements of additional informationdistributing such documents shall be allocated in accordance with Schedule B attached to this Agreement. 3.2. Except The Fund will provide the Company with copies of its proxy solicitations applicable to the Shares. The Company will, to the extent required by law, (a) distribute proxy materials applicable to the Shares to eligible Contract owners, (b) solicit voting instructions from eligible Contract owners, (c) vote the Shares in accordance with instructions received from Contract owners; and (d) if required by law, vote Shares for which no instructions have been received in the same proportion as provided Shares for which instructions have been received. A. To the extent permitted by applicable law, the Company reserves the right to vote Shares held in any Separate Account in its own right, subject to the requirements of this Section. B. Unregistered separate accounts subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) will refrain from voting Shares for which no instructions are received if such Shares are held subject to the provisions of ERISA. 3.3. The Fund will comply with all provisions of the 1940 Act and the rules thereunder requiring voting by shareholders. 3.4. Notwithstanding any other provision to the contrary in this Section 3.2Agreement, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional information. Separate Accounts, which are exempt from registration under the 1940 Act in reliance upon Section 3(c)(1) or Section 3(c)(7) thereof, the Company represents and warrants that: A. Phoenix Equity Planning Corporation is the principal distributor for each such Separate Account and any subaccounts thereof and is a registered broker-dealer with the SEC under the 1934 Act; B. The Company agrees Shares are and will continue to provide be the Fund or its designee with such information as may be reasonably requested only investment securities held by the Fund to assure that corresponding subaccounts; and C. The Company, on behalf of the Fund's expenses do not include corresponding subaccount, will: (i) vote such Shares held by it in the costs same proportion as the vote of printing, typesetting or distributing any prospectuses or statements all other holders of additional information other than such Shares; and (ii) refrain from substituting Shares of another security for such Shares unless the costs SEC has approved such substitution in the manner provided in Section 26 of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe 1940 Act.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. 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 shall not pay any costs of typesetting, printing and distributing the Fund's prospectus and/or statement of additional information to prospective Contract owners. Such expenses do not include shall be borne by the costs Company. (b) The Fund, at its expense, shall provide the Company with copies of printingits proxy statements, typesetting or distributing any reports to shareholders, and other communications (except for prospectuses or and statements of additional information other than information, which are covered in Section 3.2(a) above) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall not pay any costs of printing those prospectuses or statements of additional information actually distributed distributing such proxy related material, reports to Existing shareholders, and other communications to prospective Contract Ownersowners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies copies, the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus and statement of additional informationprospectus, 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 Variable Products 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 informationprospectuses. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For any prospectuses and statements of additional information provided by the Company to its Contract the existing owners of Variable Products who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Variable Products who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing any prospectuses other than those actually distributed to existing owners of the Variable Products. 3.3. The Fund prospectus shall state that the statement of additional information for the Fund is available from the Fund or its designee. The Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a contract funded by the Fund. The Fund or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a contract not funded by the Fund. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses, which are covered in section 3.1) to shareholders in such quantity as the Company shall reasonably require for distribution to contract owners. The Fund or its designee shall bear the cost of printing, typesetting or distributing any prospectuses or statements duplicating, and mailing of additional information these documents to current contract owners, and the Company shall bear the cost for such documents used for purposes other than distribution to current contract owners. 3.5. If and to the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.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

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies copies, the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus and statement of additional informationprospectus, 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 Variable Products 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 informationprospectuses. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For any prospectuses and statements of additional information provided by the Company to its Contract the existing owners of Variable Products who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Variable Products who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing any prospectuses other than those actually distributed to existing owners of the Variable Products. 3.3. The Fund prospectus shall state that the statement of additional information for the Fund is available from the Fund or its designee. The Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a contract funded by the Fund. The Fund or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a contract not funded by the Fund. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distribution to contract owners. The Fund or its designee shall bear the cost of printing, typesetting duplicating, and mailing of these documents to current contract owners, and the Company shall bear the cost for such documents used for purposes other than distribution to current contract owners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies, if any. 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 distributing any prospectuses 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. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or statements camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations. 3.8. In the event the Company or its agent shall receive requests for the Fund's Prospectus, statement of additional information or annual or semi-annual report, the Company shall send the requested document within three business days of receipt of such request, by first-class mail or other than means to ensure prompt delivery, or as otherwise required by Rule 498 under the costs Securities Act of printing those prospectuses 1933 or statements of additional information actually distributed to Existing Contract Ownersany successor provision, at the Company's expense.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's ’s current prospectus and statement of additional information (and any supplements or amendments thereto) as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film film, electronic transmission or computer diskettes containing the Fund's ’s prospectus and statement of additional informationinformation (and any supplements or amendments thereto), 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 ’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 ’s prospectus and/or its statement of additional information (and any supplements or amendments thereto) in combination with other fund companies' ’ prospectuses and statements of additional information. Upon request by the Company, the Fund will provide written instruction to all Participating Insurance Companies including the Company each time the Fund amends or supplements a Portfolio’s current prospectus or statement of additional information directing the Participating Insurance Companies including the Company as to whether the amendment or supplement is to be provided (a) immediately to Contract owners who have Contract value allocated to a Portfolio or (b) is to be held and combined with another Fund or Contract related mailing as permitted by applicable federal securities laws. The Fund agrees that the instruction it gives the Company in each instance will be identical to the instruction it provides other Participating Insurance Companies. 3.2. Except as provided in this Section 3.2Article III and Article V, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information (and any supplements or amendments thereto) shall be the expense of the Company. For prospectuses and statements of additional information (and any supplements or amendments thereto) provided by the Company to its Contract owners who currently own shares of one or more Portfolios ("“Existing Contract Owners"”), in order to update disclosure or otherwise provide information as required by the 1933 Act and/or the 1940 Act, the cost of preparing, setting in type and printing shall be borne by the Fund. If the Company chooses to receive camera-ready film film, electronic transmission or computer diskettes in lieu of receiving printed copies of the Fund's prospectus’s prospectus and statement of additional information (and any supplements or amendments thereto), the Fund shall bear the cost of typesetting to provide the Fund's prospectus such documents to the Company in the format in which the Fund is accustomed to formatting prospectusesthem, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesdocuments. In such event, the Fund will reimburse the Company in an amount equal to the product of "“x" ” and "“y"”, where "“x" ” is the number of such prospectuses and statements of additional information (and any supplements or amendments thereto) distributed to Existing Contract Owners and "“y" ” is the Fund's ’s per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationsuch documents. 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 ’s expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information (or any supplements or amendments thereto) other than the costs of printing and typesetting those prospectuses or statements of additional information (or any supplements or amendments thereto) actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Company or such other person as the Fund may designate. 3.4. 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, and any supplements or amendments thereto, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Existing Contract Owners. The Fund shall not pay any costs of distributing such proxy materials, reports to shareholders and other communications to prospective Contract owners. 3.5. If and to the extent required by law, the Company shall distribute all proxy materials furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 0000 Xxx) as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto. 3.7. The Fund will be responsible for calculating the performance information for each Portfolio. The Company will be responsible for calculating the performance information for the Contracts. The Fund agrees to provide the Company with performance information for the Portfolios on a timely basis to enable the Company to calculate performance information for the Contracts in accordance with applicable state and federal law.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee Trust shall provide the Company with as many printed copies of the FundTrust's current prospectus and statement of additional information prospectuses as the Company may reasonably request, or, at the option of the Company, an electronic version suitable for printing and duplication. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies copies, the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust's prospectus prospectuses and statement of additional information, and such other assistance as is reasonably necessary information within a reasonable amount of time in order for the Company once each year (or more frequently if the prospectus prospectuses and/or statement of additional information for the Fund Trust is amended during the year) to have the prospectus prospectuses for the Contracts and the Fund's prospectus applicable Trust prospectuses 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's Trust's 3.2(a) The Company will deliver or cause to be delivered to each of its Contract owners, at or prior to the time of purchase of any Portfolio shares, a copy of such Portfolio’s prospectus and/or and, upon request, a copy of its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectusprospectus and/or statement of additional information, the Fund Trust shall bear the cost of typesetting to provide the FundTrust's prospectus and/or statement of additional information to the Company in the format in which the Fund Trust is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of printing the FundTrust's prospectusprospectuses. The same procedures shall be followed with respect to the FundTrust'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 Trust shall not include the pay any costs of printingtypesetting, typesetting or printing and distributing any the Trust's prospectus and/or statement of additional information to prospective Contract owners. Except as otherwise provided in this Section 3.2, all expenses of preparing, setting in type and printing and distributing Trust prospectuses or and statements of additional information other than shall be the costs expense of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe Company.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies copies, the Fund shall provide 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 or other disclosure document 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 Registered 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. prospectuses or other disclosure documents, In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses disclosure documents distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1III.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trust companies' prospectuses and statements of additional information. 3.2III.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund the Trust's 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing and distributing the Trust's prospectuses and statement of additional information shall be borne by the FundTrust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund Trust will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the FundTrust's per unit cost of typesetting and printing the FundTrust's prospectus. The same procedures shall be followed with respect to the FundTrust's statement of additional information. The Company agrees to provide the Fund Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. III.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. III.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed addressed in Section 3.2) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners, and shall bear the cost of distributing such documents to Contract owners. III.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. III.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. III.7. The Trust shall use reasonable efforts to provide the Trust's prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, 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 Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 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 Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information (and any supplements or amendments thereto) as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film film, electronic transmission or computer diskettes containing the Fund's prospectus and statement of additional informationinformation (and any supplements or amendments thereto), 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 (and any supplements or amendments thereto) in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2Article III and Article V, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information (and any supplements or amendments thereto) shall be the expense of the Company. For prospectuses and statements of additional information (and any supplements or amendments thereto) provided by the Company to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure or otherwise provide information as required by the 1933 Act and/or the 1940 Act, the cost of preparing, setting in type and printing shall be borne by the Fund. If the Company chooses to receive camera-ready film film, electronic transmission or computer diskettes in lieu of receiving printed copies of the Fund's prospectusprospectus and statement of additional information (and any supplements or amendments thereto), the Fund shall bear the cost of typesetting to provide the Fund's prospectus such documents to the Company in the format in which the Fund is accustomed to formatting prospectusesthem, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesdocuments. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses and statements of additional information (and any supplements or amendments thereto) distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationsuch documents. 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information (or any supplements or amendments thereto) other than the costs of printing and typesetting those prospectuses or statements of additional information (or any supplements or amendments thereto) actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Company or such other person as the Fund may designate. 3.4. 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, and any supplements or amendments thereto, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Existing Contract Owners. The Fund shall not pay any costs of distributing such proxy materials, reports to shareholders and other communications to prospective Contract owners. 3.5. If and to the extent required by law, the Company shall distribute all proxy materials furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1940 Act) xx xxxx as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto. 3.7. The Fund will be responsible for calculating the performance information for each Portfolio. The Company will be responsible for calculating the performance information for the Contracts. The Fund agrees to provide the Company with performance information for the Portfolios on a timely basis to enable the Company to calculate performance information for the Contracts in accordance with applicable state and federal law.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee 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, Company in lieu of providing printed copies the Fund shall provide 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 documentdocument or separately. Alternatively, the The Company may elect to print the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. (a) Except as otherwise provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), Contracts in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type, printing and distributing 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 prospectusprospectus and/or statement of additional information, the Fund shall bear the cost of typesetting to provide the Fund's prospectus and/or statement of additional information to the Company in the format in which the Fund is accustomed to formatting prospectusesprospectuses and statements of additional information, respectively, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesprospectuses and/or statements of additional information. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts, and "y" y is the Fund's per unit cost of printing the Fund's prospectusprospectuses. 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 shall not pay any costs of typesetting, printing and distributing the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements prospectus and/or statement of additional information to prospective Contract owners. (b) The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.communications (except for prospectuses

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners. 3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate. 3.4. 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 and in Adobe Portable Document Format as the Company shall reasonably require for distributing to Existing Contract Owners. The Fund shall not pay any costs of distributing such proxy materials, reports to shareholders and other communications to prospective Contract owners. 3.5. If and to the extent required by law, the Company shall distribute all proxy materials furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 0000 Xxx) as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee Trust shall provide the Company with as many printed copies of the Fund's current prospectus and prospectus(es), statement of additional information information, proxy statements, annual reports and semi annual reports of each Series (and no other series), and any supplements or amendments to any of the foregoing, as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund Trust shall provide camera-ready film such documents in the form of typeset electronic document files or computer diskettes containing the Fund's prospectus and statement of additional information, other such electronic means and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to have any of the prospectus and/or prospectus(es), 4 statement of additional information for the Fund is amended during the year) to have the prospectus for the Contracts information, proxy statements, annual reports and the Fund's prospectus printed together in one documentsemi annual reports of each Series (and no other series), and any supplements or amendments to have any of the statement of additional information for the Fund and the statement of additional information for the Contracts foregoing. Such documents may be printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its statement of additional information in combination with such documents of other fund companies' and/or such documents for the Contracts and/or may be delivered electronically. The decision of whether to distribute summary prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, printing and distributing Fund or statutory prospectuses and statements of additional information shall be for a Series is at the expense discretion of the Company. For prospectuses Expenses associated with providing, printing, processing and statements distributing such documents shall be allocated in accordance with Schedule B attached hereto. 3.2 The Trust or its designee will provide the Company 60 days' notice of any change for a Series, including but not limited to, (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) no-action or exemptive requests from the SEC, (d) fund name changes, (e) fund adviser or sub-adviser changes; and/or (f) conditions or undertakings that affect the Company's rights or obligations hereunder. If the Trust does not provide the Company with 60 days' notice the Company will use its best efforts to make the change at the date requested by the Trust. The Trust will reimburse the Company for all reasonable expenses for facilitating the changes and for notifying Contract owners of such changes, including any additional information provided expenses incurred by the Company to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 a result of the Fund's prospectus, the Fund shall bear the cost of typesetting Trust failing to provide the Fund's prospectus Company with the required notice. Notwithstanding anything to the contrary, the Distributor will provide all registration statement supplements to the Company in hand no later than the format in which date of filing such document with the Fund is accustomed to formatting prospectusesSecurities and Exchange Commission or thirty (30) days before the effective date thereof, and whichever first occurs; time being of the essence. The Trust will provide the Company shall bear with updated shareholder reports no later than 45 days after the expense end of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationreporting period. The Company agrees reserves the right, in its sole discretion, to combine the delivery of Trust supplements to coordinate with other Company variable product supplements and to levy a surcharge for its administrative costs and expenses incurred in connection with circulating supplements that do not coincide with scheduled variable product prospectus updates. 3.3 The Trust will provide the Fund or Company with copies of its designee proxy solicitations applicable to the Series. The Company will, to the extent required by law, (a) distribute proxy materials applicable to the Series to eligible Contract owners, (b) solicit voting instructions from eligible Contract owners, (c) vote the Series shares in accordance with instructions received from Contract owners; and (d) if required by law, vote Series shares for which no instructions have been received in the same proportion as shares of the Series for which instructions have been received. A. To the extent permitted by applicable law, the Company reserves the right to vote Series shares held in any Separate Account in its own right. B. Unregistered separate accounts subject to the Employee Retirement Income Security Act of 1974 ("ERISA") will refrain from voting shares for which no instructions are received if such information as may be reasonably requested shares are held subject to the provisions of ERISA. 3.4 The Trust will comply with all provisions of the 1940 Act and the rules thereunder requiring voting by the Fund to assure that the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersshareholders.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. 3.1 The Fund or its designee Distributor shall provide the Company with as many printed copies of the Fund's current prospectus and Prospectus(es), statement of additional information information, proxy statements, annual reports and semiannual reports of each Series (and no other series), and any supplements or amendments to any of the foregoing, as the Company may reasonably request. If requested by the Company, Company in lieu of providing the foregoing printed copies documents, the Fund Distributor shall provide such documents in the form of camera-ready film or film, computer diskettes containing or typeset electronic document files, all as the Fund's prospectus and statement of additional informationCompany may reasonably request, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to have any of the prospectus and/or prospectus(es), statement of additional information information, proxy statements, annual reports and semiannual reports of each Series (and no other series), and any supplements or amendments to any of the foregoing, and may be printed in combination with such documents of other fund companies' and/or such documents for the Fund is amended during Contracts. At the year) to have discretion of 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. AlternativelyCompany, the Company may print distribute summary prospectuses or statutory prospectuses for a Series. Expenses associated with providing, printing, processing and distributing such documents shall be allocated in accordance with Schedule B attached hereto. Provided, however, that to the Fund's prospectus and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, extent that Distributor is required under Schedule B to reimburse the Company for applicable printing and distributing Fund prospectuses and statements of additional information shall be the expense mailing costs associated with distribution of the Company. For prospectuses and statements of additional information provided by the Company to its Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by the 1933 Act and/or the 1940 ActFund Documents, the cost parties agree that Distributor will only be required to reimburse printing and mailing costs associated with distribution of printing shall be borne by the FundSummary Prospectuses. If the Company chooses determines, in its discretion, to receive camera-ready film or computer diskettes distribute Statutory Prospectuses to underlying investors in lieu of receiving printed copies the Funds, the Company will be responsible for all printing and mailing costs for Statutory Prospectus distribution that are in excess of the Fundcosts that would have been incurred had the Company distributed Summary Prospectuses to underlying investors in the Funds. The Distributor agrees to use best efforts to resolve any billing discrepancy detected by the Company and remit any corrective payment promptly upon demand. 3.2 The Distributor or its designee will provide the Company 60 days notice of any change for a Series, including but not limited to, (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) no-action or exemptive requests from the SEC, (d) fund name changes, (e) fund adviser or sub-adviser changes; and/or (f) conditions or undertakings that affect the Company's prospectus, rights or obligations hereunder. If the Fund shall bear the cost of typesetting Distributor fails to provide the Fund's prospectus Company with the required notice, the Distributor will reimburse the Company for all reasonable expenses for facilitating the changes and for notifying Contract owners. Notwithstanding anything to the contrary, the Distributor will provide all registration statement supplements to the Company in hand as soon as reasonably possible following the format in which filing such document with the Fund is accustomed to formatting prospectuses, Securities and Exchange Commission; time being of the essence. The Distributor will provide the Company shall bear with updated shareholder reports no later than 45 days after the expense end of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional informationreporting period. The Company agrees reserves the right, in its sole discretion, to combine the delivery of Issuer supplements to coordinate with other Company variable product supplements and to levy a surcharge for its administrative costs and expenses incurred in connection with circulating supplements that do not coincide with scheduled variable product prospectus updates. 3.3 The Distributor will provide the Fund or Company with copies of its designee proxy solicitations applicable to the Series. The Company will, to the extent required by law, (a) distribute proxy materials applicable to the Series to eligible Contract owners, (b) solicit voting instructions from eligible Contract owners, (c) vote the Series shares in accordance with instructions received from Contract owners; and (d) if required by law, vote Series shares for which no instructions have been received in the same proportion as shares of the Series for which instructions have been received. A. To the extent permitted by applicable law, the Company reserves the right to vote Series shares held in any Separate Account in its own right. B. Unregistered separate accounts subject to the Employee Retirement Income Security Act of 1974 ("ERISA") will refrain from voting shares for which no instructions are received if such information as may be reasonably requested shares are held subject to the provisions of ERISA. 3.4 American Century shall cause the Issuer to comply with all provisions of the 1940 Act and the rules thereunder requiring voting by the Fund to assure that the Fund's expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersshareholders.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, type and 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 Contract existing owners of Contracts who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Contracts who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or typesetting, and distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersexisting owners of the Contracts who currently own shares of one or more of the Fund's Portfolios.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies copies, the Fund shall provide 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 Variable Products 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 Variable Products 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. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For any prospectuses and statements of additional information provided by the Company to its Contract the existing owners of Variable Products who currently own shares of one or more Portfolios ("Existing Contract Owners")of the Fund's Portfolios, 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-camera- ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" x and "y", y where "x" x is the number of such prospectuses distributed to Existing Contract Owners owners of the Variable Products who currently own shares of one or more of the Fund's Portfolios, and "y" y 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 costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Variable Products. 3.3. The Fund's statement of printing those additional information shall be obtainable from the Fund, the Company or such other person as the Fund may designate, as agreed upon by the parties. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing Contract Ownersshareholders in such quantity as the Company shall reasonably require for distribution to contract owners. The Fund or its designee shall bear the cost of printing, duplicating, and mailing of these documents to current contract owners, and the Company shall bear the cost for such documents used for purposes other than distribution to current contract owners. 3.5. 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 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. The Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies, if any. 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, including 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. 3.7. The Fund shall use reasonable efforts to provide Fund prospectuses, reports to shareholders, proxy materials and other Fund communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and/or distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. (a) The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and statement of additional information Fund Prospectus as the Company may reasonably request. If requested by the Company, in lieu of addition to providing printed copies of the Fund Prospectus, the Fund shall provide camera-ready film or computer diskettes containing the Fund's prospectus and statement of additional informationFund Prospectus, or shall provide the same electronically in .pdf format, 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 Prospectus is amended during the year) to have the prospectus for the Contracts Contract Prospectus and the Fund's prospectus Fund Prospectus printed together in one documentdocument or separately. The Company may elect to print the Fund Prospectus in combination with other fund companies' prospectuses. For purposes hereof, any combined prospectus including the Fund Prospectus along with the Contract Prospectus or prospectus of other fund companies shall be referred to as a "Combined Prospectus." For purposes hereof, the term "Fund Portion of the Combined Prospectus" shall refer to the percentage of the number of Fund Prospectus pages in the Combined Prospectus in relation to the total number of pages of the Combined Prospectus. (b) The Fund shall provide the Company with as many printed copies of the Fund's current statement of additional information (the "Fund SAI") as the Company may reasonably request. If requested by the Company in addition to providing printed copies of the Fund SAI, the Fund shall provide camera-ready film or computer diskettes containing the Fund SAI, or shall provide the same electronically in .pdf format, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the Fund SAI is amended during the year) to have the statement of additional information for the Fund Contracts (the "Contract SAI") and the statement of additional information for the Contracts Fund SAI printed together in one documentor separately. Alternatively, the The Company may also elect to print the Fund's prospectus and/or its statement of additional information Fund SAI in combination with other fund companies' prospectuses and statements of additional information. 3.2. Except as provided in this Section 3.2For purposes hereof, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements any combined statement of additional information shall be including the expense of Fund SAI along with the Company. For prospectuses and statements Contract SAI or statement of additional information provided of other fund companies shall be referred to as a "Combined SAI." For purposes hereof, the term "Fund Portion of the Combined SAI" shall refer to the percentage of the number of Fund SAI pages in the Combined SAI in relation to the total number of pages of the Combined SAI. (c) The Fund shall provide the Company with as many printed copies of the Fund's annual report and semi-annual report (collectively, the "Fund Reports") as the Company may reasonably request. If requested by the Company to its Contract owners who currently own shares in lieu of one or more Portfolios ("Existing Contract Owners"), in order to update disclosure as required by providing printed copies of the 1933 Act and/or the 1940 ActFund Reports, the cost of printing Fund shall be borne by the Fund. If the Company chooses to receive provide camera-ready film or computer diskettes in lieu of receiving printed copies of containing the Fund's prospectusReports, or shall provide the same electronically in .pdf format, and such other assistance as is reasonably necessary in order for the Company once each year to have the annual report and semi-annual report for the Contracts (collectively, the "Contract Reports") and the Fund Reports printed together or separately. The Company may also elect to print the Fund Reports in combination with other fund companies' annual reports and semi-annual reports. For purposes hereof, any combined annual reports and semi-annual reports including the Fund Reports along with the Contract Reports or annual reports and semi-annual reports of other fund companies shall bear be referred to as "Combined Reports." For purposes hereof, the cost term "Fund Portion of typesetting to provide the Fund's prospectus Combined Reports" shall refer to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense percentage of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is Fund Reports pages in the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect Combined Reports in relation to the Fund's statement total number or pages 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract OwnersCombined Reports.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund Trust or its designee 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 of providing printed copies the Fund Trust shall provide camera-ready film or computer diskettes containing the FundTrust'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 Trust is amended during the year) to have the prospectus for the Contracts and the FundTrust's prospectus printed together in one document, and to have the statement of additional information for the Fund Trust 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 trusts or companies' prospectuses and statements of additional information, together with the prospectus and/or statement of additional information for the Contracts. 3.2. Except as provided in this Section 3.2., all expenses of preparing, setting in type, printing and distributing Fund Trust 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 Contract existing owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 FundTrust. If the Company chooses to receive The Trust will provide camera-ready film or computer diskettes in lieu of receiving printed copies of the FundTrust's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 Trust or its designee with such information as may be reasonably requested by the Fund Trust to assure that the FundTrust's expenses do not include the costs cost of printing, typesetting or distributing printing any prospectuses or statements of additional information other than those actually distributed to existing owners of the costs Contracts. 3.3. The Trust's statement of printing those additional information shall be obtainable from the Trust, the Company or such other person as the Trust may designate, as agreed upon by the parties. 3.4. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses or and statements of additional information actually distributed information, which are covered in section 3.1) to Existing shareholders in such quantity as the Company shall reasonably require for distributing to Contract Ownersowners. 3.5. 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 Trust shares of such Fund for which instructions have been 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 Account in its own right, to the extent permitted by law. The Trust and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule B attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in a Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B, which standards will also be provided to the other Participating Insurance Companies. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the 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 Trust 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 directors and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust shall use reasonable efforts to provide Trust prospectuses, reports to shareholders, proxy materials and other Trust communications (or camera-ready equivalents) to the Company sufficiently in advance of the Company's mailing dates to enable the Company to complete, at reasonable cost, the printing, assembling and distribution of the communications in accordance with applicable laws and regulations.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee 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 of providing printed copies the Fund shall provide 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. 3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), ; 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 printed., copies of the Fund's prospectus, the Fund shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of 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 costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.

Prospectuses, Reports to Shareholders and Proxy Statements; Voting. 3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund's current prospectus and prospectus(es), statement of additional information information, proxy statements, annual reports and semi annual reports of the Fund, and any supplements or amendments to any of the foregoing, as the Company may reasonably request. If requested by the Company, Company in lieu of providing the foregoing printed copies documents, the Fund shall provide camera-ready film or computer diskettes containing such documents in electronic format as the Fund's prospectus and statement of additional informationCompany may reasonably request, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to have any of the prospectus and/or prospectus(es), statement of additional information for the Fund is amended during the year) to have the prospectus for the Contracts information, proxy statements, annual reports and semi annual reports of the Fund's prospectus printed together in one document, and any supplements or amendments to have any of the statement of additional information for the Fund and the statement of additional information for the Contracts foregoing, printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its statement of additional information in combination with such documents of other fund companies' prospectuses ’ and/or such documents for the Contracts. Expenses associated with providing, printing and statements of additional informationdistributing such documents shall be allocated in accordance with Schedule B attached to this Agreement. 3.2. Except The Fund will provide the Company with copies of its proxy solicitations applicable to the Shares. The Company will, to the extent required by law, (a) distribute proxy materials applicable to the Shares to eligible Contract owners, (b) solicit voting instructions from eligible Contract owners, (c) vote the Shares in accordance with instructions received from Contract owners; and (d) if required by law, vote Shares for which no instructions have been received in the same proportion as provided Shares for which instructions have been received. A. To the extent permitted by applicable law, the Company reserves the right to vote Shares held in any Separate Account in its own right, subject to the requirements of this Section. B. Unregistered separate accounts subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) will refrain from voting Shares for which no instructions are received if such Shares are held subject to the provisions of ERISA. 3.3. The Fund will comply with all provisions of the 1940 Act and the rules thereunder requiring voting by shareholders. 3.4. Notwithstanding any other provision to the contrary in this Section 3.2Agreement, all expenses of preparing, setting in type, 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 Contract owners who currently own shares of one or more Portfolios ("Existing Contract Owners"), 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 shall bear the cost of typesetting to provide the Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of "x" and "y", where "x" is the number of such prospectuses distributed to Existing Contract Owners and "y" is the Fund's per unit cost of printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's statement of additional information. Separate Accounts, the Company represents and warrants that: X. Xxxxxxxxx National Securities Corporation is the principal distributor for each such Separate Account and any subaccounts thereof and is a registered broker-dealer with the SEC under the 1934 Act; B. The Company agrees Shares are and will continue to provide be the Fund or its designee with such information as may be reasonably requested only investment securities held by the Fund to assure that corresponding subaccounts; and C. The Company, on behalf of the Fund's expenses do not include corresponding subaccount, will: (i) vote such Shares held by it in the costs same proportion as the vote of printing, typesetting or distributing any prospectuses or statements all other holders of additional information other than such Shares; and (ii) refrain from substituting Shares of another security for such Shares unless the costs SEC has approved such substitution in the manner provided in Section 26 of printing those prospectuses or statements of additional information actually distributed to Existing Contract Ownersthe 1940 Act.