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

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-semi- annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Portfolios for which Company is currently invested) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskettetype, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the CompanyFund’s expense) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably requestrequire for distributing to Contract owners in the Fund. If requested by the Company in lieu thereofCompany, the Fund also shall provide such documentation (including a final copy of the new prospectus as set in type type, in pdf format, or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereofCompany, the Underwriter also shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type type, in pdf format, or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 The Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and such standards are provided in writing by the Fund to the Company. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s expense)document. 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners owners. 3.4 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 Fundsame proportion as Fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Underwriter (at Company reserves the Company’s expense) right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall provide be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Company Shared Funding Exemptive Order and consistent with copies any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the Fund’s 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 semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Companywhen applicable, 16(b). If requested by the Company in lieu thereofFurther, the Underwriter shall provide such documentation (which may include a final copy Fund will act in accordance with the SEC's interpretation of the Fund’s annual requirements of Section 16 (a) with respect to periodic elections of directors or trustees and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for with whatever rules the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract ownersSEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s 's current prospectus prospectus, including any amendments or supplements thereto (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably requestrequest to deliver to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at by camera ready pdf file or other electronic medium agree to by the Fund’s expenseparties) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amendedamended or if required by law) to deliver such documents to Contract owners. The Company may have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s 's prospectus printed together in one document (such printing to be at "Combined Document"). Additionally, the Company’s expense)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 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund)Company, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall promptly send an SAI to any such Contract owner upon request of the Contract owner, which generally means within three (3) business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholdersshareholders (including annual reports and semi-annual reports), and other legally required communications to shareholders ("Trust Communications") in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders 's Trust Communication Documents in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the CompanyCompany to prospective contract owners. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation Trust Communications (which may include a final copy of the Fund’s annual and semi-annual reports Trust Communications as set in type or on disketteby camera ready pdf file or other electronic medium agree to by the parties) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. 3.4 In connection with paragraph 3.1, 3.2 and 3.3, Underwriter or Fund will pay for the printing and delivery of Trust Communications and Fund's prospectuses, including amendments/supplements thereto (or proportional printing and mailing costs if printed as part of a Combined Document provided such costs do not exceed the cost it would otherwise cost the Fund to produce and mail such documents for its own X. Xxxx Price variable annuity Contract owners) to existing Contract owners with account balances in the Portfolios on each occasion that such document is required by law or regulation to be delivered to existing Contract owners. Company will pay for the costs of printing and delivery of Fund's prospectuses to potential or new Contract owners. 3.5 The Underwriter or Fund will use its best efforts to deliver Trust Communications and Fund prospectuses, including amendments/supplements thereto, to the Company no later than fifteen (15) days prior to the date that the Company is legally obligated to file or provide copies to any regulatory body or to Contract owners. 3.6 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.7 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and notify the Company of in writing. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the each Company (at the said Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios) as the that Company may reasonably request. If requested by the said Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the that Company (at the that Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the respective Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the respective Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its the Underwriter's expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the each Company for itself itself, and for any owner of a Contract who requests such SAI. Each Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the each Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the respective Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the respective Company’s 's expense) shall provide the each Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the each Company shall reasonably request for use in connection with offering the Variable Contracts issued by the respective Company. If requested by the respective Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the respective Company (at the that Company’s 's expense) to print such shareholder communications for distribution to Contract owners. Each Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 Each 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. Each Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s 's current prospectus prospectus, including any amendments or supplements thereto (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably requestrequest to deliver to Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at by camera ready pdf file or other electronic medium agree to by the Fund’s expenseparties) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amendedamended or if required by law) to deliver such documents to Contract owners. The Company may have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s 's prospectus printed together in one document (such printing to be at “Combined Document”). Additionally, the CompanyCompany may print the Fund’s expense)prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund)Company, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall promptly send an SAI to any such Contract owner upon request of the Contract owner, which generally means within three (3) business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholdersshareholders (including annual reports and semi-annual reports), and other legally required communications to shareholders (“Trust Communications”) in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders 's Trust Communication Documents in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the CompanyCompany to prospective contract owners. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation Trust Communications (which may include a final copy of the Fund’s annual and semi-annual reports Trust Communications as set in type or on disketteby camera ready pdf file or other electronic medium agree to by the parties) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. 3.4 In connection with paragraph 3.1, 3.2 and 3.3, Underwriter or Fund will pay for the printing and delivery of Trust Communications and Fund’s prospectuses, including amendments/supplements thereto (or proportional printing costs if printed as part of a Combined Document provided such costs do not exceed the cost it would otherwise cost the Fund to produce such documents for its own X. Xxxx Price variable annuity Contract owners) to existing contract owners with account balances in the Portfolios on each occasion that such document is required by or or regulation to be delivered to existing Contract owners. Company will pay for the costs of printing and delivery of Fund’s prospectuses to potential or new Contract owners. 3.5 The Underwriter or Fund will use its best efforts to deliver Trust Communications and Fund prospectuses, including amendments/supplements thereto, to the Company no later than fifteen (15) days prior to the date that the Company is legally obligated to file or provide copies to any regulatory body or to Contract owners. 3.6 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.7 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and notify the Company of in writing. 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts, prospectuses for other mutual funds in which the Contracts may be invested, and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s expense)document. 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-semi- annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The 3.1. If applicable state or federal laws or regulations require that prospectuses for the Funds be distributed to all Contract Owners, then at least annually, the Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s Funds’ current prospectus for the Designated Portfolio(s) as the Company may reasonably requestrequest for current Contract Owners, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Fund Underwriter or Funds shall provide such documentation (including a final camera-ready copy and computer diskette of the new current prospectus as set in type or on a diskette, at for the Fund’s expenseDesignated Portfolio(s)) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus prospectuses for the Fund is Designated Portfolio(s) are amended) to have the any prospectus for the Contracts and the Fund’s Funds’ prospectus for the Designated Portfolio(s) printed together in one document (such printing to be at the Company’s expense)document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current Statement of Additional Information (“SAI”) for the Fund is available from Funds be distributed to all Contract Owners, then the Company (or, in the Fund’s discretion, from the Fund), and the Funds or Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders Funds’ SAI or documentation thereof for the Designated Portfolio(s) in such quantity quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Underwriter and/or the Funds shall reasonably request for use in connection with offering also provide SAIs to any Contract Owner or prospective owner who requests such SAI from the Contracts issued by the Company. If requested by Funds (although it is anticipated that such requests will be made to the Company in lieu thereof, which case the Underwriter Company shall provide send an SAI to any such documentation (which may include a final copy Contract Owner within 3 business days of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract ownersreceipt of a request).

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company Society (at the CompanySociety’s expense) with as many copies of the Fund’s current prospectus as the Company Society may reasonably request. If requested by the Company Society in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company Society (at the CompanySociety’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the CompanySociety’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company Society (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company Society for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company Society with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company Society shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the CompanySociety’s expense) shall provide the Company Society with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company Society shall reasonably request for use in connection with offering the Contracts issued by the CompanySociety. If requested by the Company Society in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company Society (at the CompanySociety’s expense) to print such shareholder communications for distribution to Contract owners.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto. 3.7 Summary Prospectus

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s Funds expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s Funds prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund, through the Underwriter, shall provide the Company with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) and any supplements thereto as the Company may reasonably request, at the Fund’s expense, to distribute to existing Contract owners (including at the time of Contract fulfillment and confirmation). The Underwriter Fund, through the Underwriter, shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) and any supplements thereto as the Company may reasonably requestrequest for distribution to prospective purchasers of Contracts. The Fund will provide the copies of said prospectus and supplements to the Company or to its mailing agent. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s prospectus printed together in one document (such printing for existing Contract owners to be at the CompanyFund’s expense). The Fund will, upon request, provide the Company with a copy of the Fund’s prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall update its website with the most recent version of a Fund’s prospectus no earlier than the date of such prospectus or supplement and shall remove from its website any earlier copies of the Fund’s prospectus or supplement no later than the time for which the effectiveness of such prospectus expires. 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI and any supplements thereto free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Fund will provide the Company with as many copies of the SAI and any supplements thereto as the Company may reasonably request for distribution, at the Company’s expense, to prospective Contract owners. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (Company will distribute this proxy material, reports and other communications to existing Contract owners. The Underwriter, at the Company’s its expense) , shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Fund communication to be printed for existing Contract owners together with communications for other investment vehicles funding the Account, the Fund agrees to pay its proportionate share of reasonable expenses as represented by the ratio that the number of pages of the Fund’s communication bears to the total number of pages in the document. 3.4 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 timely instructions have been received in the same proportion as Fund shares of such Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 3.1. The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide to the Company such documentation (including a camera ready final copy of the new each prospectus or supplement thereto as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 3.2. The Fund’s 's prospectus shall state that the current Statement statement of Additional Information (“SAI”) additional information for the Fund is available from the Company Distributor (or, or in the Fund’s 's discretion, the prospectus shall state that such statement of additional information is available from the Fund), and the Underwriter Distributor (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy such statement of such SAI additional information free of charge to the Company for itself and for any to each Contract owner of a Contract who requests such SAIstatement of additional information. At the request of the Company, the Fund shall provide to the Company a camera ready final copy of such statement of additional information. 3.3 3.3. The Fund shall promptly notify the Company of any anticipated amendments to the Fund's registration statement or supplements to the prospectus. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners in owners. At the Fund. The Underwriter (at request of the Company’s expense) , the Fund shall provide a camera ready copy of such communication to the Company, which may combine such communication with a communication of the Company with copies or the Accounts, which communications may be bound together. In such case the printing expenses of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company combined communications shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested be borne by the Company and the Fund in lieu thereofproportion to the number of pages for which they are respectively responsible. 3.5. If and to the extent required by law, the Underwriter Company shall (a) solicit voting instructions from Contract owners; (b) vote Portfolio shares in accordance with instructions received from Contract owners: and (c) vote Portfolio shares for which no instructions have been received in the same proportion as shares of such Portfolio(s) 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 Insurance Products owners. The Company reserves the right to vote Fund shares held in any separate account in its own right to the extent permitted by law. Participating Insurance Companies shall provide such documentation (be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which may include a final copy standards will also be provided to the other Participating Insurance Companies, and with the requirements of the Fund’s 1940 Act. 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 semi-annual reports as set when applicable, Section 16(b). Further, the Fund will act in type or on disketteaccordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and other assistance as is reasonably necessary in order for with whatever rules the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract ownersSEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or type, on a diskette, or in a pdf file at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual semiannual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or type, on diskette, or in a pdf file) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Underwriter will use its best efforts to provide annual and semi-annual reports to the Company in a timely manner to enable the Company to print such shareholder communications for distribution to Contract owners and meet applicable regulatory deadlines in accordance with the Company's reasonable time requirements, but no later than the fifteenth day of February and August for pdf files, and no later than the third business day prior to the last day of February and August for a printed copy or cameraready version thereof. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. The expense of distributing proxy materials and tabulating returned proxies shall be borne by the Fund. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. The Fund shall provide each Participating Insurance Company with a copy of the order. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such document. The Underwriter shall bear the expense of printing copies of its current prospectus that will be distributed to be at existing Contract owners and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company’s expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fundowners. The Underwriter (Underwriter, at the Company’s 's expense) , shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskettein camera-ready copy) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts, prospectuses for other mutual funds in which the Contracts may be invested, and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s expense)document. 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Portfolios for which Company is currently invested) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskettetype, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such document. The Underwriter shall bear the expense of printing copies of its current prospectus that will be distributed to be at existing Contract owners and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company’s expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fundowners. The Underwriter (Underwriter, at the Company’s 's expense) , shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskettein camera-ready copy) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract Owners. 3.4 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 Designated Portfolio for which instructions have been received. so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the CompanyFund’s expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably requestrequest for mailing to existing Contract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (the reasonable, pro rata printing expenses associated with such printing for existing Contract owners to be at the CompanyFund’s expense). The Fund shall also be responsible for the costs of distributing the Fund’s prospectus to existing Contract owners. 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any separate account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). The Company shall bear the expense of distributing the Fund’s prospectus and all amendments and supplements thereto to Contract owners. 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company, at its expense, shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, material and other communications (other than prospectuses, SAIs and annual and semi-annual reports) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Company shall bear the expense of distributing the Fund’s proxy materials and other communications to Contract owners. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company, at its expense, shall send a copy of the Fund’s annual or semi-annual report within 60 days of the end of the Fund’s fiscal year or semi-fiscal year, respectively, to each Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Company understands and acknowledges that the Fund’s delivery to the Company of information required to be delivered to shareholders under the Federal securities or interpretations thereof fulfills the Fund’s obligation to deliver such information. The Fund shall not be liable to Contract owners, and the Company will hold the Fund, the Adviser and the Underwriter harmless for, any failure of the Company to deliver any information required to be delivered to Contract owners.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 3.1. The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide to the Company such documentation (including a camera ready final copy of the new each prospectus or supplement thereto as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 3.2. The Fund’s 's prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company Distributor (or, or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter Distributor (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI Statement free of charge to the Company for itself and for any to each Contract owner of a Contract who requests such SAIStatement. At the request of the Company, the Fund shall provide to the Company a camera ready final copy of such Statement. 3.3 3.3. The Fund shall promptly notify the Company of any anticipated amendments to the Fund's registration statement or supplements to the prospectus. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners owners. At the request of the Company, the Fund shall provide a camera ready copy of such communication to the Company, which may combine such communication with a communication of the Company or the Accounts, which communications may be bound together. In such case the printing expenses of the combined communications shall be 3.5. If and to the extent required by law the Company shall (a) solicit voting instructions from Contract owners; (b) vote the Fund shares in accordance with instructions received from Contract owners: and (c) vote Fund shares for which no instructions have been received in the Fundsame proportion as Fund shares of such Portfolio for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for Variable Insurance Products owners. The Underwriter (at Company reserves the Company’s expense) right to vote Fund shares held in any separate account in its own right to the extent permitted by law. Participating Insurance Companies shall provide be responsible for assuring that each of their separate accounts participating in the Company Fund calculates voting privileges in a manner consistent with copies the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies, and with the requirements of the Fund’s 1940 Act. 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 semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Companywhen applicable, 16(b). If requested by the Company in lieu thereofFurther, the Underwriter shall provide such documentation (which may include a final copy Fund will act in accordance with the SEC's interpretation of the Fund’s annual requirements of Section 16 (a) with respect to periodic elections of directors and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for with whatever rules the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract ownersCommission may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Underwriter, shall provide the Company (at the Company’s expense) with as many cause electronic copies of the Fund’s current prospectus as and any supplements thereto to be made available to the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation to distribute to existing Contract owners (including a final copy of the new prospectus as set in type or on a diskette, at the time of Contract fulfillment and confirmation). Company shall update its website with the most recent version of a Fund’s expense) prospectus no earlier than the date of such prospectus or supplement and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and shall remove from its website any earlier copies of the Fund’s prospectus printed together in one document (or supplement no later than the time for which the effectiveness of such printing to be at the Company’s expense)prospectus expires. 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in on the Fund’s discretion, from the Fund), website in a readily printable and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAIdownloadable format. 3.3 The Fund, at its expense, Underwriter shall provide deliver to the Company with electronic copies of its Fund proxy material, reports to shareholders, and other communications to shareholders in such quantity as the shareholders. The Company shall reasonably require for distributing will distribute this proxy material, reports and other communications to existing Contract owners in the Fundowners. The Underwriter (at the Company’s expense) shall provide make available to the Company with electronic copies of the Fund’s annual and semi-annual reports to shareholders shareholders. 3.4 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 timely instructions have been received in the same proportion as Fund shares of such quantity Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company shall reasonably request reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 The Underwriter represents that the Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for use annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in connection Section 16(c) of that Act) as well as with offering the Contracts issued by the CompanySections 16(a) and, if and when applicable, 16(b). If requested by the Company in lieu thereofFurther, the Underwriter shall provide such documentation (which may include a final copy represents that the Fund will act in accordance with the SEC’s interpretation of the Fund’s annual requirements of Section 16(a) with respect to periodic elections of directors or trustees and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for with whatever rules the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract ownersSEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Underwriter shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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, 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 reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s Fund's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself; and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts, prospectuses for other mutual funds in which the Contracts may be invested, and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s expense)document. 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s Fund's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a disketteelectronic PDF format , at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s Fund's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (which shall include an offering memorandum, if any) for the Contracts Contracts, and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s Fund's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or and the Fund)Fund , at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s Fund's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on disketteelectronic PDF format) and other assistance as is reasonably necessary in order for the Company (at the Company’s Fund's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 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) (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Fund listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund Underwriter shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s fund's discretion, from the Fund), and the Underwriter underwriter (or the Fundfund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI.. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request, 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a disketteelectronically, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s prospectus printed together in one document (such document. The Company shall bear the costs of printing and distributing the prospectus to be at prospective Contract owners and to Contract owners who have not made allocations to the CompanyFund shares under the terms of their Contracts. The Underwriter or the Fund shall bear the demonstrable cost of printing and distributing the Fund’s expense).prospectus to Contract owners with existing allocations to the Fund shares under their Contracts 3.2 The Fund’s prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s expense) shall provide the Company with copies of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract owners. The Underwriter or the Fund shall bear the demonstrable cost of printing and distributing proxy materials to Contract owners with allocations to the Fund shares on the record date. The Company shall bear the costs of printing and distributing shareholder reports and other shareholder communications to prospective Contract owners and to Contract owners who have not made allocations to the Fund shares under the terms of their Contracts. The Underwriter or the Fund shall bear the demonstrable cost of printing and distributing shareholder reports and other shareholder communications to Contract owners with existing allocations to the Fund shares under their Contracts. 7. Schedule A is hereby deleted and replaced in its entirety by Schedule A attached hereto. 8. All other terms of the Agreement shall remain in full force and effect. 9. This Amendment may be signed in any number of counterparts, including facsimile copies thereof or electronic scan copies thereof delivered by electronic mail, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 3.1. The Underwriter shall provide the Company (at the Company’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide to the Company such documentation (including a camera ready final copy of the new each prospectus or supplement thereto as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 3.2. The Fund’s 's prospectus shall state that the current Statement of Additional Information (“SAI”) for the Fund is available from the Company Distributor (or, or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter Distributor (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy of such SAI Statement free of charge to the Company for itself and for any to each Contract owner of a Contract who requests such SAIStatement. At the request of the Company, the Fund shall provide to the Company a camera ready final copy of such Statement. 3.3 3.3. The Fund shall promptly notify the Company of any anticipated amendments to the Fund's registration statement or supplements to the prospectus. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners in owners. At the Fund. The Underwriter (at request of the Company’s expense) , the Fund shall provide a camera ready copy of such communication to the Company, which may combine such communication with a communication of the Company with copies or the Accounts, which communications may be bound together. In such case the printing expenses of the Fund’s annual and semi-annual reports to shareholders in such quantity as the Company combined communications shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested be borne by the Company and the Fund in lieu thereofproportion to the number of pages for which they are respectively responsible. 3.5. If and to the extent required by law the Company shall (a) solicit voting instructions from Contract owners; (b) vote the Fund shares in accordance with instructions received from Contract owners: and (c) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for Variable Insurance Products owners. The Company reserves the right to vote Fund shares held in any separate account in its own right to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies, and with the requirements of the 1940 Act. 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 Underwriter shall provide such documentation (which may include a final copy Fund will act in accordance with the SEC's interpretation of the Fund’s annual requirements of Section 16 (a) with respect to periodic elections of directors and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for with whatever rules the Company (at the Company’s expense) to print such shareholder communications for distribution to Contract ownersCommission may promulgate with respect thereto.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 The Underwriter shall provide the Company (at the Company’s 's expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type or on a diskette, at the Fund’s 's expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2 The Fund’s 's prospectus shall state that the current Statement of Additional Information (“"SAI”") for the Fund is available from the Company (or, in the Fund’s 's discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide a copy sufficient copies of such SAI free of charge to the Company for itself itself, and for any owner of a Contract who requests such SAI. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund. The Underwriter (at the Company’s 's expense) shall provide the Company with copies of the Fund’s 's annual and semi-annual reports to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s 's expense) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 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 Designated Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require passthrough voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt. 3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.