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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund shall provide the Required Mailings as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be printed together in one document. With respect to any Required Mailing of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund based on (a) the ratio of the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios. 3.2 The Fund’s prospectus shall state that the current 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 sufficient copies of such SAI free of charge to the Company for 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 or upon request, in electronic file format. 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 or upon request, in electronic file format. 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, electronic file or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) 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, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 initial expense's expense for prospective Contract owners, to be reimbursed by and at the Fund's expense for existing Contract owners) with as many copies of the Fund’s 's current prospectus and shareholder reports (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contractsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be 's prospectus printed together in one document. With respect to any Required Mailing prospectuses and shareholder reports of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports prospectus (the “"Booklet”"), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund based on (a) the ratio of the number of pages of the Required Mailing prospectuses for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; providedPROVIDED, however, however that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios. The Fund may request a statement from the Company showing how the printing expenses were prorated and the number of Contract owners with Contract value allocated to the Designated Portfolios. 3.2 The Fund’s 's prospectus shall state that the current SAI 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 sufficient copies 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 or upon request, in electronic file formatFund. 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 or upon request, in electronic file formatto prospective Contact owners. 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, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial Fund's expense, ) to be reimbursed by Underwriter or Fund print such annual and using semi-annual reports in one document for distribution to Contract owners in accordance with the same methodology as formula described in Section 3.1) 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 Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement or prospectus, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to the Company's registration statement or prospectus, in an orderly manner. 3.5 The Company shall, at the cost of the Fund: (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 3.6 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 3.6 3.7 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings 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 '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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request 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 Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Fund will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost most recent version of a Fund’s prospectus no earlier than the Fund would otherwise incur for date of such prospectus or supplement and shall remove from its printing and mailing website any earlier copies of the Required Mailing Fund’s prospectus or supplement no later than the time for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from which the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses effectiveness of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosprospectus expires. 3.2 The Fund’s prospectus shall state that the current SAI 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 sufficient copies of such SAI and any supplements thereto free of charge to the Company for 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 or upon request, in electronic file formatFund. 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 Variable Contracts issued by the Company or upon request, in electronic file formatCompany. 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, electronic file 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 initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy 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 annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 initial Fund's expense, to be reimbursed by Fund) with as many copies of the Fund’s 's current prospectus prospectus, including a current summary prospectus, if available, (as such term is defined in Rule 498), (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution fulfillment to existing Contract owners whose Contracts are funded by such Designated Portfoliosowners. The Underwriter shall provide the Company, Company (at the Company’s 's expense, ) with as many copies of the Required Mailings for Fund's prospectus including a current summary prospectus, if available, (as such term is defined in Rule 498), (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request for distribution to prospective purchasers of Contracts. If .If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings new prospectus and current summary prospectus, if available, (as such term is defined in Rule 498), as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be 's prospectus printed together in one document. Such printing of the Contract prospectus to be at the Company's expense and printing of the Fund's prospectus to be at the Fund's expense. With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund's prospectus bears to the total number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract ownersdocument; provided, however, that the Fund’s 's reimbursement obligation for printing expenses under this Section shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost $5,000 per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosyear. 3.2 The Fund’s 's prospectus shall state that the current SAI 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 sufficient copies of such SAI free of charge to the Company for 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 or upon request, in electronic file formatFund. 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 or upon request, in electronic file formatto prospective purchasers of Contracts. 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, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial Underwriter's expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. With respect to any Fund communication to be printed to 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; provided, however, the Fund's reimbursement obligation for printing expenses under this Section shall not exceed $5,000 per year. The Company shall send a copy of the Fund’s '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, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 's interpretation of the requirements of Section 16(a16 (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 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 (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) any supplements thereto as the Company may reasonably request for distribution request, at the Fund’s expense, to distribute to existing Contract owners whose Contracts are funded by such Designated Portfolios(including at the time of Contract fulfillment and confirmation). The Underwriter Fund, through the Underwriter, shall provide the Company, Company (at the Company’s 's expense, ) with as many copies of the Required Mailings for Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) and any supplements thereto as the Company may reasonably request 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 Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be 's prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense) with the prospectus for the Contracts and/or the prospectuses for other investment options available under the Contracts. With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract ownersdocument; provided, however, that the Fund’s reimbursement obligation for expenses shall such costs do not exceed the cost the costs for such Fund would otherwise incur for to print its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosown prospectus. 3.2 The Fund’s 's prospectus shall state that the current SAI 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 sufficient copies of such SAI free of charge to the Company for 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 or upon requestFund. The Company will distribute this proxy material, in electronic file formatreports and other communications to existing Contract owners. 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 or upon request, in electronic file formatCompany. 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, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial 's expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) 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 following a request by a Contract ownerowner as required by applicable law. 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; provided, such costs do not exceed the costs for such Fund to print its own prospectus. 3.4 The Company shall, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 '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 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 (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) any supplements thereto as the Company may reasonably request for distribution request, at the Fund’s expense, to distribute to existing Contract owners whose Contracts are funded by such Designated Portfolios(including at the time of Contract fulfillment and confirmation). The Underwriter Fund, through the Underwriter, shall provide the Company, Company (at the Company’s 's expense, ) with as many copies of the Required Mailings for Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) and any supplements thereto as the Company may reasonably request 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 Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be 's prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense) with the prospectus for the Contracts and/or the prospectuses for other investment options available under the Contracts. With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract ownersdocument; provided, however, that the Fund’s reimbursement obligation for expenses shall such costs do not exceed the cost the costs for such Fund would otherwise incur for to print its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosown prospectus. 3.2 The Fund’s 's prospectus shall state that the current SAI 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 sufficient copies of such SAI free of charge to the Company for 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 or upon requestFund. The Company will distribute this proxy material, in electronic file formatreports and other communications to existing Contract owners. 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 or upon request, in electronic file formatCompany. 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, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial 's expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) 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 following a request by a Contract owner. 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; provided, such costs do not exceed the costs for such Fund to print its own prospectus. 3.4 The Company shall, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 '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 Distributor, 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 Distributor, shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request for distribution to prospective purchasers of Contracts. Distributor 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 Distributor shall provide such documentation (including a final copy of the Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Distributor will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost most recent version of a Fund’s prospectus no earlier than the Fund would otherwise incur for date of such prospectus or supplement and shall remove from its printing and mailing website any earlier copies of the Required Mailing Fund’s prospectus or supplement no later than the time for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from which the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses effectiveness of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosprospectus expires. 3.2 The Fund’s prospectus shall state that the current SAI 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 Distributor (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such SAI and any supplements thereto free of charge to the Company for itself, and for any owner of a Contract who requests such SAI. The Distributor 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 FundDistributor, 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 or upon request, in electronic file formatFund. The Underwriter (Company will distribute this proxy material, reports and other communications to existing Contract owners. The Distributor, 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 Variable Contracts issued by the Company or upon request, in electronic file formatCompany. If requested by the Company in lieu thereof, the Underwriter Distributor shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type, electronic file 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 initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy 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 annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 shall provide the Company with as many copies of the Fund’s current prospectus 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 shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request 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 Required Mailings new prospectus as set in type, electronic file type or on a diskette, at the Fund’s expense) and other 8 Exhibit (8)(A4) assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Fund will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost most recent version of a Fund’s prospectus no earlier than the Fund would otherwise incur for date of such prospectus or supplement and shall remove from its printing and mailing website any earlier copies of the Required Mailing Fund’s prospectus or supplement no later than the time for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from which the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses effectiveness of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosprospectus expires. 3.2 The Fund’s prospectus shall state that the current SAI 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 sufficient copies of such SAI and any supplements thereto free of charge to the Company for 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 or upon request, in electronic file formatFund. The Underwriter (Company will distribute this proxy material, reports and other communications to existing Contract owners. The Fund, 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 Variable Contracts issued by the Company or upon request, in electronic file formatCompany. If requested by the Company in lieu thereof, the Underwriter Fund shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in type, electronic file 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 initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy 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 annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 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 Underwriter, shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request for distribution to prospective purchasers of Contracts. The Underwriter 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 Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Underwriter agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Underwriter will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost most recent version of a Fund’s prospectus no earlier than the Fund would otherwise incur for date of such prospectus or supplement and shall remove from its printing and mailing website any earlier copies of the Required Mailing Fund’s prospectus or supplement no later than the time for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from which the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses effectiveness of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosprospectus expires. 3.2 The Underwriter shall ensure that the Fund’s prospectus shall state that the current SAI Statement of Additional Information (“SAI”) for the Fund is available from the Company (or, in the Fund’s discretion, from the FundFund or the Underwriter), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such SAI and any supplements thereto free of charge to the Company for itself, and for any owner of a Contract who requests such SAI. The Underwriter 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 FundUnderwriter or the Adviser, at its expensethe expense of the Underwriter or theAdviser (as appropriate), 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 or upon requestFund. The Company will distribute this proxy material, in electronic file formatreports and other communications to existing Contract owners. The Underwriter (or the Adviser, at the Company’s expense) expense of the Underwriter or the Adviser (as appropriate), 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 or upon request, in electronic file formatCompany. 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, electronic file 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 initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy With respect to any Fund communication to be printed for existing Contract owners together with communications for other investment vehicles funding the Account, the Underwriter agrees to pay its proportionate share of reasonable expenses as represented by the ratio that the number of pages of the Fund’s annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 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 The Underwriter will ensure that the Fund may adopt. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 will ensure that 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 At least annually, the Adviser shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many printed copies of the FundTrust’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings any supplements thereto for the Designated Portfolios as the Company may reasonably request for distribution request, with expenses to prospective purchasers of Contractsbe borne in accordance with Schedule C hereto. If requested by the Company in lieu thereof, the Fund Adviser or the Trust shall provide such documentation (including a final copy of the Required Mailings as set Trust’s current prospectus and any supplements thereto for the Designated Portfolios in type, electronic file or on a diskette, at form acceptable to the Fund’s expenseCompany) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund Designated Portfolios is amendedamended during the year) to have the Required Mailing (which shall include an offering memorandumprospectus for the Account, if any) for with respect to the Contracts, and the Fund’s Required Mailing to be prospectus for the Trust printed together in one document. With respect The parties agree that the Company may elect, in its sole discretion, to any Required Mailing distribute either the summary prospectuses (as defined in Rule 498 under the 1933 Act) or the statutory prospectuses (as defined in Rule 498 under the 1933 Act) for the Designated Portfolios. The Company agrees that it will give the Trust sufficient notice of its intended use of the Designated Portfolios that are printed in combination with any one or more Contract summary prospectuses and/or the statutory prospectuses, SAI or shareholder reports (. If the “Booklet”), Company hosts the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund based on (a) the ratio of the number of pages of the Required Mailing summary prospectuses for the Designated Portfolios included in on the Booklet Company’s website, the Company represents and warrants that such hosting will comply with the requirements of Rule 498 under the 1933 Act applicable to the number of pages in the Booklet as a whole; Trust and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, further represents and warrants that the Fund’s reimbursement obligation for expenses shall not exceed Company has reasonable procedures in place to ensure that such website is accessible in accordance with the cost requirements of Rule 498 under the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios1933 Act. 3.2 The Fund’s prospectus shall If applicable federal or state laws or regulations require that the current SAI Statement of Additional Information (hereinafter an “SAI”) for the Fund is available from Trust be distributed to all Contract owners, then the Company (orAdviser, in the Fund’s discretion, from Distributor and/or the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such SAI free of charge to the Company for 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, Trust shall provide the Company with copies of its the Trust’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonable require to permit timely distribution thereof to Contract owners. The Adviser and/or the Trust shall also provide an SAI to any Contract owner or prospective Contract owner who requests such SAI from the Trust. 3.3 The Adviser and/or a Trust shall provide the Company with copies of the Trust’s proxy materialstatements, annual and semi-annual reports to shareholders, and other communications to shareholders in such quantity quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company shall may reasonably require for distributing to Contract owners in the Fund or upon request, in electronic file format. 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 or upon request, in electronic file format. 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, electronic file or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for permit timely distribution thereof 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, at the cost of the Fund: (i) solicit voting instructions from Contract owners; (ii) vote shares of a Designated Portfolio held in the Fund shares Account in accordance a manner consistent with voting instructions timely received from Contract owners; and; (iii) vote Fund shares of a Designated Portfolio held in the Account for which no it has not received timely voting instructions have been received from Contract owners in the same proportion as Fund it votes shares of such Designated Portfolio for which it has received voting instructions have been receivedfrom Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners owners, and (iv) vote shares of a Designated Portfolio held in its general account or otherwise in the same proportion as it votes shares of such Designated Portfolio for which it has received voting instructions from Contract owners, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account of a Designated Portfolio in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund Trust may adopt. Fund shall be responsible for providing at its expense a proxy service to assist adopt and provide in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional votewriting. 3.6 The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholdersshareholders and, and in particular particular, the Fund Trust will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Fund Trust is not one of the trusts described in Section 16(cl6(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b16(6). Further, the Fund Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(al6(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 Fund shall provide (in hard copy, camera ready form or on diskette, as the Company (at may specify) the Company’s initial expense, to be reimbursed by Fund) Company with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contractsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings as set in type, electronic file or on a diskette, at the Fund’s expensenew prospectus) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund a Designated Portfolio is amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be prospectus for the Designated Portfolios printed together in one document. With Expenses with respect to any Required Mailing of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners foregoing shall be prorated to and reimbursed by the Fund based on borne as provided under Article V. 3.2 The Fund’s prospectus shall disclose that (a) the ratio Fund is intended to be a funding vehicle for all types of the number of pages of the Required Mailing variable annuity and variable life insurance contracts offered by Participating Insurance Companies and as an investment vehicle for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and Retirement Plans, (b) the ratio material irreconcilable conflicts of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; providedinterest may arise, however, that and (c) the Fund’s reimbursement obligation for expenses shall not exceed Board will monitor events in order to identify the cost the Fund would otherwise incur for its printing existence of any material irreconcilable conflicts and mailing of the Required Mailing for Designated Portfolios for delivery determine what action, if any, should be taken in response to Company’s existing Contract ownerssuch conflicts. The Underwriter may request a statement from Fund hereby notifies the Company showing how that disclosure in the expenses were proratedprospectus for the Contracts regarding the potential risks of mixed and shared funding may be appropriate. Further, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios. 3.2 The Fund’s prospectus shall state that the current SAI 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, Fund shall print, or otherwise reproduce, and provide sufficient copies a copy of such SAI free of charge to the Company for itself, and for any owner of a Contract who requests such SAISAI and to the Company in such quantities as the Company may reasonably request. The Company Expenses with respect to the foregoing shall send an SAI to any such Contract owner within 3 business days of the receipt of a request.be borne as provided under Article V. 3.3 The Fund, at its expense, Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders for the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund or upon request, in electronic file format. 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 or upon request, in electronic file format. 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, electronic file or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. The Company Expenses with respect to the foregoing 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.be borne as provided under Article V. 3.4 The Company shall, at the cost of the Fund: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iiic) vote Fund shares of each Designated Portfolio 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 of each Designated Portfolio held in any segregated asset separate account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Exemption Order and consistent with any reasonable standards that the Fund has adopted or may adopt. Fund shall be responsible for providing at its expense a proxy service adopt and that have been provided to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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, Section 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 from time to time with respect thereto. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1000 Xxx. 3.7 It is understood and agreed that (except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser), none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

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 Trust, through the Underwriter, shall provide the Company with as many copies of the Trust’s current prospectus (describing only the Designated Funds listed on Schedule A) and any supplements thereto as the Company may reasonably request, at the Trust’s expense, to distribute to existing Contract owners (including at the time of Contract fulfillment and confirmation). At the Company’s request, the Trust, through the Underwriter, shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the FundTrust’s current prospectus (describing only the Designated Portfolios Funds listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request for distribution to prospective purchasers of Contracts. The Trust 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 Trust shall provide such documentation (including a final copy of the Required Mailings new prospectus as set in type, electronic file type or on a diskette, at the FundTrust’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund Trust is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the FundTrust’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Trust’s expense). With respect to any Required Mailing of the Designated Portfolios that are Trust prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Trust agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Trust’s prospectus bears to the total number of pages in the Booklet as document. The Trust will, upon request, provide the Company with a whole; and (b) the ratio copy of the number Trust’s prospectus through electronic means to facilitate the Company’s efforts to provide Trust prospectuses via electronic delivery. Company shall update its website with the most recent version of a Trust’s prospectus no earlier than the date of such prospectus or supplement and shall remove from its website any earlier copies of the Trust’s prospectus or supplement no later than the time for which the effectiveness of such prospectus expires. The Company assumes sole responsibility for ensuring the timely delivery of, and agrees to deliver to Contract owners with Contract value allocated on a timely basis and to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were proratedextent required by applicable law, the cost per pages Trust’s then-current prospectus for the printing Designated Funds and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosany supplements thereto. 3.2 The FundTrust’s prospectus shall state that the current SAI Statement of Additional Information (“SAI”) for the Fund Trust is available from the Company (or, in the FundTrust’s discretion, from the FundTrust), and the Underwriter (or the FundTrust), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such SAI and any supplements thereto free of charge to the Company for itself, and for any owner of a Contract who requests such SAI. The Trust 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 a SAI to any such existing or prospective Contract owner within 3 business days of the receipt of a request. 3.3 The FundTrust, 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 invested in the Fund or upon request, in electronic file formatTrust. 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 FundTrust’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 or upon request, in electronic file formatCompany. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the FundTrust’s annual and semi-annual reports as set in type, electronic file type or on diskette, at the Trust’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Trust’s expense). The Company shall send a copy With respect to any Trust communication to be printed for existing Contract owners together with communications for other investment vehicles funding the Account, the Trust agrees to pay its proportionate share of reasonable expenses as represented by the ratio that the number of pages of the FundTrust’s annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract owners; and (iii) vote Fund Trust shares for which no timely instructions have been received in the same proportion as Fund Trust shares of such Designated Portfolio Fund 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 Fund calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund Trust may adopt. Fund shall be responsible for providing at its expense a proxy service to assist adopt and provide in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional votewriting. 3.6 The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund Trust will act in accordance with the 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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings current prospectus as set in type, electronic file or on a diskette, type at the Fund’s 's expense) and other assistance as is reasonably reasonable necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be 's prospectus printed together in one document. document With respect to any Required Mailing prospectuses of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports portfolio prospectus (the “"Booklet”"), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund Underwriter based on (a) the ratio of the number of pages of the Required Mailing prospectuses for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios; and provided further, that the Underwriter's reimbursement obligation for printing expenses under this Section shall not exceed $5,000 per year. The Company shall furnish a statement annually with its request for reimbursement showing how the printing expenses were prorated and the number of Contract owners with Contract value allocated to the Designated Portfolios. 3.2 The Fund’s 's prospectus shall state that the current SAI 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 sufficient copies of such SAI free of charge to the Company for itself, and for any owner of a Contract who requests such SAI. 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 or upon request, in electronic file format. 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 or upon request, in electronic file format. If requested by the Company in lieu thereof, the Underwriter Fund shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial 's expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. owners The Company shall send a copy of the Fund’s 's annual or semi-annual report within 3 business days of the receipt of a request by a Contract ownerowner . 3.4 The Company shall, at the cost of the Fund: (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. 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 '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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request for distribution to prospective purchasers of Contracts. The Underwriter 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 Underwriter shall provide such documentation (including a final copy of the Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Underwriter will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost the Fund would otherwise incur for its printing and mailing most recent version of the Required Mailing for Designated Portfolios for delivery to CompanyFund’s existing Contract owners. The Underwriter may request a statement from prospectus no earlier than the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses date of such combined documents where used 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 distribution to prospective purchasers or to owners which the effectiveness of existing Contracts not funded by the Designated Portfoliossuch prospectus expires. 3.2 The Fund’s prospectus shall state that the current SAI 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 sufficient copies of such SAI and any supplements thereto free of charge to the Company for itself, and for any owner of a Contract who requests such SAI. The Underwriter 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 or upon request, in electronic file formatFund. 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 Variable Contracts issued by the Company or upon request, in electronic file formatCompany. 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, electronic file 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 initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy 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 annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 to the extent legally required 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 at its expense will supply to Company the prospectus (including any supplements, stickers or amendments thereto) relating to each Fund, as filed with the SEC (“Prospectus”) in such quantity the Company (at the Company’s initial expense, shall reasonably require for distributing to be reimbursed by Fund) with as many copies of Contract owners in the Fund’s current prospectus (describing only . 3.2 If applicable state or federal laws or regulations require that the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund shall provide the Required Mailings as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing for the Fund is amended) be distributed to have the Required Mailing (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be printed together in one document. With respect to any Required Mailing of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund based on (a) the ratio of the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of all Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from then the Company showing how shall inform the expenses were prorated, the cost per pages for the printing Underwriter and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios. 3.2 The Fund’s prospectus shall state that the current 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 sufficient copies of such SAI and any supplements thereto free of charge to the Company for itself, and for any owner of a Contract who requests such SAI. The Underwriter 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, Underwriter shall provide at its expense, shall provide the Company with expense copies of its the Fund’s proxy material, reports to shareholders, and other communications to shareholders to the Company in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund or upon request, in electronic file format. 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 or upon request, in electronic file format. 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, electronic file or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of will distribute this proxy material, reports and other communications to existing Contract owners and any other materials in compliance with applicable legal requirements, except to the Fund’s annual or semi-annual report within 3 business days of the receipt of a request by a Contract ownerextent that Underwriter expressly undertakes to do so in writing. 3.4 The Company shall, at the cost of the Fund: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Designated Portfolio shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Fund Designated Portfolio shares held in the Account for which no timely instructions have been received in the same proportion as Fund shares of such Designated Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contractsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings new prospectus as set in type, electronic file or on a diskette, type at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be prospectus printed together in one document. With respect to any Required Mailing of The Fund shall bear the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs expense of printing Booklets its current prospectus for distribution to existing Contract owners owners, and the Company shall be prorated to and reimbursed by bear the Fund based on (a) the ratio expense of the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that printing the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used current prospectus for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated PortfoliosContract owners. 3.2 The Fund’s prospectus shall state that the current SAI 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 sufficient copies 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 or upon request, in electronic file format. 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 or upon request, in electronic file format. 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, electronic file or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) 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, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 initial Fund's expense, to be reimbursed by Fund) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s 's expense, with as many copies of the Required Mailings current prospectus and shareholder report for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a "camera ready" copy of the Required Mailings new prospectus as set in type, electronic file or on a diskettetype or, at the Fund’s expenserequest of the Company, as a diskette in either pdf format, or the form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) parties hereto once each year (or more frequently if the Required Mailing prospectuses for the Fund is Designated Portfolios are supplemented or amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus and shareholder report for the Contracts, Contracts and the Fund’s Required Mailing to be prospectuses and shareholder reports for the Designated Portfolios printed together in one document. With respect to any Required Mailing prospectuses and shareholder reports of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI prospectuses or shareholder reports (the “"Booklet”"), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund Underwriter based on (a) the ratio of the number of pages of the Required Mailing prospectuses and shareholder reports for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios; and provided further, that the Underwriter's reimbursement obligation for printing expenses under this subparagraph (a) shall not exceed the cost the Fund Underwriter would otherwise incur for its printing and mailing of the Required Mailing prospectuses and/or shareholder reports for Designated Portfolios for delivery to Company’s 's existing Contract owners. The Underwriter may request a statement from the Company showing how the printing expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios. 3.2 The Fund’s 's prospectus shall state that the current SAI 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 sufficient copies of such SAI free of charge to the Company for 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 or upon request, in electronic file formatFund. 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 or upon request, in electronic file formatCompany. 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, electronic file or on diskettePDF format ) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund Fund's expense and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s '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, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 's interpretation of the requirements of Section 16(a16 (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 Fund shall provide (in hard copy, camera ready form or on diskette, as the Company (at may specify) the Company’s initial expense, to be reimbursed by Fund) Company with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contractsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings as set in type, electronic file or on a diskette, at the Fund’s expensenew prospectus) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund a Designated Portfolio is amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be prospectus for the Designated Portfolios printed together in one document. With Expenses with respect to any Required Mailing of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners foregoing shall be prorated to and reimbursed by the Fund based on borne as provided under Article V. 3.2 The Fund’s prospectus shall disclose that (a) the ratio Fund is intended to be a funding vehicle for all types of the number of pages of the Required Mailing variable annuity and variable life insurance contracts offered by Participating Insurance Companies and as an investment vehicle for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and Retirement Plans, (b) the ratio material irreconcilable conflicts of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; providedinterest may arise, however, that and (c) the Fund’s reimbursement obligation for expenses shall not exceed Board will monitor events in order to identify the cost the Fund would otherwise incur for its printing existence of any material irreconcilable conflicts and mailing of the Required Mailing for Designated Portfolios for delivery determine what action, if any, should be taken in response to Company’s existing Contract ownerssuch conflicts. The Underwriter may request a statement from Fund hereby notifies the Company showing how that disclosure in the expenses were proratedprospectus for the Contracts regarding the potential risks of mixed and shared funding may be appropriate. Further, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios. 3.2 The Fund’s prospectus shall state that the current SAI 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, Fund shall print, or otherwise reproduce, and provide sufficient copies a copy of such SAI free of charge to the Company for itself, and for any owner of a Contract who requests such SAISAI and to the Company in such quantities as the Company may reasonably request. The Company Expenses with respect to the foregoing shall send an SAI to any such Contract owner within 3 business days of the receipt of a request.be borne as provided under Article V. 3.3 The Fund, at its expense, Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders for the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners in the Fund or upon request, in electronic file format. 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 or upon request, in electronic file format. 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, electronic file or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. The Company Expenses with respect to the foregoing 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.be borne as provided under Article V. 3.4 The Company shall, at the cost of the Fund: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of each Designated Portfolio in accordance with instructions received from Contract owners; and (iiic) vote Fund shares of each Designated Portfolio 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 of each Designated Portfolio held in any segregated asset separate account in its own right, to the extent permitted by law. 3.5 Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Exemption Order and consistent with any reasonable standards that the Fund has adopted or may adopt. Fund shall be responsible for providing at its expense a proxy service adopt and that have been provided to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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, Section 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 from time to time with respect thereto. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets of the Fund or any Designated Portfolio upon the sole authorization of the Board, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 0000 Xxx. 3.7 It is understood and agreed that (except with respect to information regarding the Fund, the Underwriter, the Adviser or Designated Portfolios provided in writing by the Fund, the Underwriter or the Adviser), none of the Fund, the Underwriter or the Adviser is responsible for the content of the prospectus or statement of additional information for the Contracts.

Prospectuses, Statements of Additional Information, and Proxy Statements; Voting. 3.1 (a) The Underwriter Underwriter, at least annually, shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only for the Designated Portfolios as listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s 's expense, with as many copies of the Required Mailings current prospectus for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a "camera ready" copy of the Required Mailings new prospectus as set in type, electronic file or on a diskettetype or, at the Fund’s expenserequest of the Company, as a diskette in either pdf format, or the form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) parties hereto once each year (or more frequently if the Required Mailing prospectuses for the Fund is Designated Portfolios are supplemented or amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be prospectuses for the Designated Portfolios printed together in one document. With respect to any Required Mailing prospectuses and shareholder reports of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI prospectuses or shareholder reports (the “"Booklet”"), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund Underwriter based on (a) the ratio of the number of pages of the Required Mailing prospectuses and shareholder reports for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios; and provided further, that the Underwriter's reimbursement obligation for printing expenses under this subparagraph (a) shall not exceed $5,000 per year. The Underwriter may request a statement from the Company showing how the printing expenses were prorated and the number of Contract owners with Contract value allocated to the Designated Portfolios. 3.2 (b) The Fund’s prospectus prospectuses for the Designated Portfolios shall state that the current SAI Statements of Additional Information (the "SAI") for the Fund is Designated Portfolios are available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund)Company. The Underwriter, at its expense, shall print, or otherwise reproduce, print and provide sufficient as many copies of the SAI as the Company may reasonably request for distribution to existing Contract owners whose Contract are funded by such Designated Portfolios. The Underwriter, at the Company's expense, shall print and provide such SAI to the Company (or a master of such SAI free of charge suitable for duplication by the Company) for distribution to the Company for itself, and for any a prospective purchaser who requests such SAI or to an owner of a Contract who requests such SAInot funded by the Designated Portfolios. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 (c) The Underwriter will use its best efforts to provide such documentation to the Company in a timely manner to enable the Company to print such documents for distribution to Contract owners and meet applicable regulatory deadlines in accordance with the Company's reasonable time requirements, but for a May 1st prospectus or statement of additional information, no later than the twentieth calendar day of April for pdf files, and no later than the third business day prior to the last day of April for a printed copy or camera-ready version thereof. 3.2 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 or upon request, in electronic file formatFund. 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 or upon request, in electronic file formatCompany. 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, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial 's expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s 's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 3.3 The Company shall, at the cost of the Fund: (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 3.4 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 3.6 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s 's interpretation of the requirements of Section 16(a16 (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, or its designee, shall provide the Company with as many copies of the Fund’s current prospectus (describing 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, or its designee, shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request 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 Required Mailings as set in type, electronic file or on a diskettenew prospectus electronically, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one document and 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 prospectus bears to the total number of pages in the document. With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Fund will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost most recent version of a Fund’s prospectus no earlier than the Fund would otherwise incur for date of such prospectus or supplement and shall remove from its printing and mailing website any earlier copies of the Required Mailing Fund’s prospectus or supplement no later than the time for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from which the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses effectiveness of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosprospectus expires. 3.2 The Fund’s prospectus shall state that the current SAI 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 be responsible to print, or otherwise reproduce, and provide sufficient copies of such SAI and any supplements thereto free of charge to the Company for 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 or upon request, in electronic file formatFund. The Underwriter (Company will distribute this proxy material, reports and other communications to existing Contract owners. The Adviser, at the Company’s its expense) , shall provide be responsible for providing 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 or upon request, in electronic file formatCompany. If requested by the Company in lieu thereof, the Underwriter Adviser, or its designee, shall provide such documentation (which may include a final copy of the Fund’s annual and semi-annual reports as set in typeelectronically, electronic file or on disketteat the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy 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 annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 (a) The Underwriter Underwriter, at least annually, shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only for the Designated Portfolios as listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s 's expense, with as many copies of the Required Mailings current prospectus for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a "camera ready" copy of the Required Mailings new prospectus as set in type, electronic file or on a diskettetype or, at the Fund’s expenserequest of the Company, as a diskette in either pdf format, or the form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) parties hereto once each year (or more frequently if the Required Mailing prospectuses for the Fund is Designated Portfolios are supplemented or amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be prospectuses for the Designated Portfolios printed together in one document. With respect to any Required Mailing prospectuses and shareholder reports of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI prospectuses or shareholder reports (the “"Booklet”"), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund Underwriter based on (a) the ratio of the number of pages of the Required Mailing prospectuses and shareholder reports for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios; and provided further, that the Underwriter's reimbursement obligation for printing expenses under this subparagraph (a) shall not exceed $5,000 per year. The Underwriter may request a statement from the Company showing how the printing expenses were prorated and the number of Contract owners with Contract value allocated to the Designated Portfolios. 3.2 (b) The Fund’s prospectus prospectuses for the Designated Portfolios shall state that the current SAI Statements of Additional Information (the "SAI") for the Fund is Designated Portfolios are available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund)Company. The Underwriter, at its expense, shall print, or otherwise reproduce, print and provide sufficient as many copies of the SAI as the Company may reasonably request for distribution to existing Contract owners whose Contract are funded by such Designated Portfolios. The Underwriter, at the Company's expense, shall print and provide such SAI to the Company (or a master of such SAI free of charge suitable for duplication by the Company) for distribution to the Company for itself, and for any a prospective purchaser who requests such SAI or to an owner of a Contract who requests such SAInot funded by the Designated Portfolios. The Company shall send an SAI to any such Contract owner within 3 business days of the receipt of a request. 3.3 (c) The Underwriter will use its best efforts to provide such documentation to the Company in a timely manner to enable the Company to print such documents for distribution to Contract owners and meet applicable regulatory deadlines in accordance with the Company's reasonable time requirements, but for a May 1st prospectus or statement of additional information, no later than the twentieth calendar day of April for pdf files, and no later than the third business day prior to the last day of April for a printed copy or camera-ready version thereof. 3.2 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 distribution to Contract owners in the Fund or upon request, in electronic file formatFund. 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 or upon request, in electronic file formatto prospective Contract owners. 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, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial 's expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s 's annual or semi-annual report within 3 business days of the receipt of a request by a Contract owner. 3.4 3.3 The Company shall, at the cost of the Fund: (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 3.4 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 3.6 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s 's interpretation of the requirements of Section 16(a16 (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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings current prospectus as set in type, electronic file or on a diskette, type at the Fund’s expense) and other assistance as is reasonably reasonable necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be prospectus printed together in one document. With respect to any Required Mailing prospectuses of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports portfolio prospectus (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund Underwriter based on (a) the ratio of the number of pages of the Required Mailing prospectuses for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios; and provided further, that the Underwriter’s reimbursement obligation for printing expenses under this Section shall not exceed $5,000 per year. The Company shall furnish a statement annually with its request for reimbursement showing how the printing expenses were prorated and the number of Contract owners with Contract value allocated to the Designated Portfolios. 3.2 The Fund’s 's prospectus shall state that the current SAI 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 sufficient copies of such SAI free of charge to the Company for 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 or upon request, in electronic file format. 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 or upon request, in electronic file format. If requested by the Company in lieu thereof, the Underwriter Fund shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial 's expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) 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, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 '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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request 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 Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Fund will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost most recent version of a Fund’s prospectus no earlier than the Fund would otherwise incur for date of such prospectus or supplement and shall remove from its printing and mailing website any earlier copies of the Required Mailing Fund’s prospectus or supplement no later than the time for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from which the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses effectiveness of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosprospectus expires. 3.2 The Fund’s prospectus shall state that the current SAI 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 sufficient copies of such SAI and any supplements thereto free of charge to the Company for 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 or upon request, in electronic file formatFund. 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 Variable Contracts issued by the Company or upon request, in electronic file formatCompany. 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, electronic file 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 initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy 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 annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 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 shall provide the Company (at the Company’s initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request for distribution to prospective purchasers of Contracts. Underwriter 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 Underwriter shall provide such documentation (including a final copy of the Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Underwriter agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Underwriter will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost most recent version of a Fund’s prospectus no earlier than the Fund would otherwise incur for date of such prospectus or supplement and shall remove from its printing and mailing website any earlier copies of the Required Mailing Fund’s prospectus or supplement no later than the time for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from which the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses effectiveness of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosprospectus expires. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available from the Company (or, in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund)Underwriter, at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such a Fund’s SAI and any supplements thereto free of charge to the Company for itself, and for any owner of a Contract who requests such SAI. The Underwriter 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 FundUnderwriter, at its expense, shall provide the Company with copies of its the Fund’s 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 or upon request, in electronic file formatFund. 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 Variable Contracts issued by the Company or upon request, in electronic file formatCompany. 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, electronic file 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 initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy 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 annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 Participating Insurance Companies American Century 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 cause the Fund may adopt. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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, American Century represents that 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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings current prospectus as set in type, electronic file or on a diskette, type at the Fund’s 's expense) and other assistance as is reasonably reasonable necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be 's prospectus printed together in one document. With respect to any Required Mailing prospectuses of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports portfolio prospectus (the “"Booklet”"), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund Underwriter based on (a) the ratio of the number of pages of the Required Mailing prospectuses for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios; and provided further, that the Underwriter's reimbursement obligation for printing expenses under this Section shall not exceed $5,000 per year. The Company shall furnish a statement annually with its request for reimbursement showing how the printing expenses were prorated and the number of Contract owners with Contract value allocated to the Designated Portfolios. 3.2 The Fund’s 's prospectus shall state that the current SAI 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 sufficient copies of such SAI free of charge to the Company for 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 or upon request, in electronic file format. 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 or upon request, in electronic file format. If requested by the Company in lieu thereof, the Underwriter Fund shall provide such documentation (which may include a final copy of the Fund’s 's annual and semi-annual reports as set in type, electronic file type or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial 's expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract owners. The Company shall send a copy of the Fund’s '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, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 's interpretation of the requirements of Section 16(a16 (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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contractsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings new prospectus as set in type, electronic file or on a diskette, type at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing (which shall include an offering memorandum, if any) prospectus for the Contracts, Contracts and the Fund’s Required Mailing to be prospectus printed together in one document. With respect to any Required Mailing of The Fund shall bear the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs expense of printing Booklets its current prospectus for distribution to existing Contract owners owners, and the Company shall be prorated to and reimbursed by bear the Fund based on (a) the ratio expense of the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that printing the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used current prospectus for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated PortfoliosContract owners. 3.2 The Fund’s prospectus shall state that the current SAI 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 sufficient copies 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 or upon request, in electronic file format. 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 or upon request, in electronic file format. 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, electronic file or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) 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, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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(c16(e) 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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios as the Company may reasonably request for distribution to prospective purchasers of Contractsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be 's prospectus printed together in one document. The Fund will pay for the printing of any prospectuses sent to existing Contract owners and the Company will pay for prospectuses printed for use with prospective Contract owners. With respect to any Required Mailing prospectuses and shareholder reports of the Designated Portfolios that are printed in combination with any one or more Contract prospectuses, SAI or shareholder reports prospectus (the “"Booklet”"), the costs of printing Booklets for distribution to existing Contract owners shall be prorated to and reimbursed by the Fund based on (a) the ratio of the number of pages of the Required Mailing prospectuses for the Designated Portfolios included in the Booklet to the number of pages in the Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, however that the Fund’s reimbursement obligation for expenses shall not exceed the cost the Fund would otherwise incur for its printing and mailing of the Required Mailing for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfolios. 3.2 . The Fund’s prospectus shall state that the current SAI for the Fund is available may request a statement from the Company (or, in showing how the Fund’s discretion, from the Fund), printing expenses were prorated and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies number of such SAI free of charge Contract owners with Contract value allocated to the Company for 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 requestDesignated Portfolios. 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 or upon request, in electronic file format. 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 or upon request, in electronic file format. 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, electronic file or on diskette) and other assistance as is reasonably necessary in order for the Company (at the Company’s initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) 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, at the cost of the Fund: (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. Fund shall be responsible for providing at its expense a proxy service to assist in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional vote. 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 initial expense, to be reimbursed by Fund) with as many copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A), Statement of Additional Information (“SAI”), ) and shareholder reports (“Required Mailings”) as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Designated Portfolios. The Underwriter shall provide the Company, at the Company’s expense, with as many copies of the Required Mailings for the Designated Portfolios any supplements thereto as the Company may reasonably request 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 Required Mailings new prospectus as set in type, electronic file 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 initial expense, to be reimbursed by Fund) once each year (or more frequently if the Required Mailing prospectus for the Fund is amended) to have the Required Mailing prospectus (which shall include an offering memorandum, if any) for the Contracts, and the Fund’s Required Mailing to be prospectus printed together in one documentdocument (such printing for existing Contract owners to be at the Fund’s expense). With respect to any Required Mailing of the Designated Portfolios that are Fund prospectus to be printed in combination with any one or more Contract prospectuses, SAI or shareholder reports (the “Booklet”), the costs of printing Booklets for distribution to existing Contract owners shall be prorated together with the prospectus(es) for other investment vehicles funding the Account, the Fund agrees to and reimbursed pay its proportionate share of reasonable expenses as represented by the Fund based on (a) the ratio of that the number of pages of the Required Mailing for the Designated Portfolios included in the Booklet Fund’s prospectus bears to the total number of pages in the Booklet as document. The Fund will, upon request, provide the Company with a whole; and (b) the ratio copy of the number of Contract owners with Contract value allocated to the Designated Portfolios to the total number of Contract owners; provided, however, that the Fund’s reimbursement obligation for expenses prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Company shall not exceed update its website with the cost most recent version of a Fund’s prospectus no earlier than the Fund would otherwise incur for date of such prospectus or supplement and shall remove from its printing and mailing website any earlier copies of the Required Mailing Fund’s prospectus or supplement no later than the time for Designated Portfolios for delivery to Company’s existing Contract owners. The Underwriter may request a statement from which the Company showing how the expenses were prorated, the cost per pages for the printing and the number of Contract owners with Contract value allocated to the Designated Portfolios. In addition, Company shall bear all printing and mailing expenses effectiveness of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Designated Portfoliosprospectus expires. 3.2 The Fund’s prospectus shall state that the current SAI 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 sufficient copies of such SAI and any supplements thereto free of charge to the Company for 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 or upon requestFund. The Company will distribute this proxy material, in electronic file formatreports and other communications to existing 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 or upon request, in electronic file formatCompany. 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, electronic file 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 initial expense, to be reimbursed by Underwriter or Fund and using the same methodology as described in Section 3.1) to print such shareholder communications for distribution to Contract ownersowners (such printing for existing Contract owners to be at the Fund’s expense). The Company shall send a copy 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 annual or semi-annual report within 3 business days communication bears to the total number of pages in the receipt of a request by a Contract ownerdocument. 3.4 The Company shall, at the cost of the Fund: (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 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. Fund shall be responsible for providing at its expense a proxy service to assist adopt and provide in mailing, contacting and responding to questions (as practical) from, Company’s customers and shall be responsible for tallying responses from such customers, voting the Company’s shares in the proper propoertions, and informing Company of the proportional votewriting. 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.with