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

Prospectuses and Proxy Statements; Voting. 3.1 The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the each Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for a Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Distributor shall provide the Company with copies of each Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from a Fund. 3.3. The Distributor shall provide the Company with copies of the Funds’ proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Fund’s expensesCompany provided in writing by that party, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldresponsible for the content of the prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding a Fund or a Portfolio, the Distributor, provides in writing by the Distributor, the Distributor is not responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Distributor on behalf of a Fund and agreed to by the Company agree and the Distributor. The Distributor agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of a Mixed and Shared Funding Exemptive Order. 3.7. The Distributor agrees that the Funds will comply with all provisions of the 1933 Act, as set forth 1940 Act requiring voting by shareholders and that the Funds will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Underwriter shall provide the Company Company, at the Company’s expense, with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information prospectus (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, with expenses at the Fund’s or Underwriter’s expense, as many copies of said prospectus as necessary for distribution to be borne in accordance with Schedule B hereofexisting contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the prospectus to existing contractowners or participants, as required by law. If requested by the Company in lieu thereof, the Fund shall provide such documents (documentation including a print-ready PDF, or an electronic final copy of a current prospectus set in type or at the documents in a format suitable for printing and posting on request of the Company, as a PDF or diskette in the form sent to the financial printer, at the Fund’s website, all as the Company may reasonably request) expense and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have prospectuses, SAIs, supplements and annual or semi-annual reports the new prospectus for the Contracts and the Fund Fund’s new prospectus printed together in a single document or posted on one document. In such case the Company’s web-site or printed individually by the Company if it so choosesFund shall bear its proportionate share of expenses as described above. 3.2 The Fund’s prospectus shall state that the current SAI Statement of Additional Information (“SAI”, which term, as used in this Agreement shall include any supplement thereto) for the Fund is availableavailable from the Underwriter (or, in the Fund’s discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund) shall provide such SAI, at its expense, to the Company and to any owner of or participant under a Contract who requests such SAI or, at the Company’s expense, to any prospective contractowner or applicant who requests such SAI. 3.3 The Fund shall provide the Company with information regarding the Fund’s expenses, (including information that is legally required to be included in the prospectus for the Account) which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Trust or Distributor shall provide the Company with as many printed copies of the Trust’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Fund Distributor or Trust shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Trust is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund prospectus for the Trust printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund Trust be distributed to all Contract owners, then the Trust and/or the Distributor shall provide the Company with copies of the Trust’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Trust shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Trust. 3.3. The Trust and/or the Distributor shall provide the Company with copies of the Trust’s proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Fund’s expensesCompany provided in writing by that party, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldresponsible for the content of the prospectus or SAI for the Trust. It is also understood and agreed that, except with respect to information regarding the Trust, the Distributor, the Adviser or the Portfolios provided in writing by the Trust, the Distributor or the Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund Trust shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund Trust and agreed to by the Company and the Trust. The Trust agrees to promptly notify the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of any changes of interpretations or amendments of the 1933 ActMixed and Shared Trusting Exemptive Order. 3.7. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Trust will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance may promulgate with respect thereto. 3.8. The Trust hereby notifies the Company that Prospectus disclosure may be appropriate regarding potential risks of offering shares of the Rule in connection therewith, Trust to Separate Accounts funding both variable annuity contracts and that it maintains variable life insurance policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as separate accounts funding Variable Contracts of the effective date of this Agreementunaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund or its agent shall provide the Company with as many printed copies of the Fund's current prospectus. The Company shall bear the expense of printing copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statementsprospectus and profiles for the Contracts that will be distributed to existing Contract owners, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with expenses to be borne in accordance with Schedule B hereofoffering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents in a format suitable for printing and posting new prospectus on diskette at the Company’s website, all as the Company may reasonably requestFund's expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Fund's prospectus or profile printed together in a single one document or posted on (such printing to be at the Company’s web-site or printed individually by the Company if it so chooses's expense). 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information ("SAI") for the Fund is available, and the Fund, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as, as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, owners or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the will vote Fund as is reasonably necessary shares held in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received any segregated asset account in the same proportion as Fund shares of the such Designated Portfolio for which voting instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own rightreceived from Contract owners, to the extent permitted by applicable lawslaw. 3.6 If 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 Mixed and Shared Funding Exemptive Order (See Section 7.1) and consistent with any reasonable standards that the Fund may adopt and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth provide in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementwriting.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and 3.4. Pursuant to Rule 30e-3 under the extent the SEC continues to interpret the Investment Company Act of 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law(“Rule 30e-3”), the Company shallshall ensure that the following Fund materials with respect to each Portfolio on Schedule A are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete portfolio holdings from reports containing a summary schedule of investments; and (iv) portfolio holdings for most recent first and third fiscal quarters (items (i) through (iv) collectively, at the Company’s option“Required Materials”). To assist the Company in fulfilling its Rule 30e-3 obligations, follow one the Fund shall send a .pdf file of the two methods described below Required Materials to provide pass▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than fifty-through voting privileges to contract owners: five (a55) Provide a list of Contract owners with value allocated to a Portfolio as days after the close of the record date to period for which the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the CompanyRequired Materials are being made. The Company shall also provide such other information a paper notice to Contract owners, fulfill ad hoc requests from Contract owners for a paper copy of any of the Required Materials, and fulfill Contract owner elections to receive future Fund shareholder reports in paper, all as is reasonably necessary required by Rule 30e-3. Contract owner elections to receive future Fund shareholder reports in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund paper shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio governed by Section 3.1. Rule 30e-3 expenses shall be borne in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been receivedSchedule B hereto. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materials, reports to contract owners and other communications to contract owners in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use the Distributor, the Adviser or the Portfolios provided in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Fund will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Underwriter shall provide the Company Company, at the Company's expense, with as many printed copies of the Fund's current prospectus, current Statement of Additional Information prospectus (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, with expenses at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to be borne in accordance with Schedule B hereofexisting contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the prospectus to existing contractowners or participants, as required by law. If requested by the Company in lieu thereof, the Fund shall provide such documents (documentation including a print-ready PDF, or an electronic final copy of a current prospectus set in type or at the documents in a format suitable for printing and posting on request of the Company’s website, all as a diskette in the Company may reasonably request) form sent to the financial printer, at the Fund's expense and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have prospectuses, SAIs, supplements and annual or semi-annual reports the new prospectus for the Contracts and the Fund Fund's new prospectus printed together in a single document or posted on one document. In such case the Company’s web-site or printed individually by the Company if it so choosesFund shall bear its share of expenses as described above. 3.2 The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information ("SAI", which term, as used in this Agreement shall include any supplement thereto) for the Fund is availableavailable from the Underwriter (or, in the Fund's discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund) shall provide such SAI, at its expense, to the Company and to any owner of or participant under a Contract who requests such SAI or, at the Company's expense, to any prospective contractowner or applicant who requests such SAI. 3.3 The Fund shall provide the Company with information regarding the Fund’s 's expenses, (including information that is legally required to be included in the prospectus for the Account) which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided, (which in the case of the prospectus fee table, will be in a form requested by the Company of the Fund and shall be provided to the Company no later than March 1 of each calendar year for the prior calendar year). The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and except to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise such modification is required by law, regulation or form upon which the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as Account is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies registered with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this AgreementSEC.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Underwriter shall provide the Company Company, at the Company's expense, with as many printed copies of the Fund's current prospectus, current Statement of Additional Information prospectus (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, with expenses at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to be borne in accordance with Schedule B hereofexisting contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the prospectus to existing contractowners or participants, as required by law. If requested by the Company in lieu thereof, the Fund shall provide such documents (documentation including a print-ready PDF, or an electronic final copy of a current prospectus set in type or at the documents in a format suitable for printing and posting on request of the Company’s website, all as a diskette in the Company may reasonably request) form sent to the financial printer, at the Fund's expense and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have prospectuses, SAIs, supplements and annual or semi-annual reports the new prospectus for the Contracts and the Fund Fund's new prospectus printed together in a single document or posted on one document. In such case the Company’s web-site or printed individually by the Company if it so choosesFund shall bear its proportionate share of expenses as described above. 3.2 The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information ("SAI", which term, as used in this Agreement shall include any supplement thereto) for the Fund is availableavailable from the Underwriter (or, in the Fund's discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund) shall provide such SAI, at its expense, to the Company and to any owner of or participant under a Contract who requests such SAI or, at the Company's expense, to any prospective contractowner or applicant who requests such SAI. 3.3 The Fund shall provide the Company with information regarding the Fund’s 's expenses, (including information that is legally required to be included in the prospectus for the Account) which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by the Company or its agents, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use the Distributor, the Adviser or the Portfolios provided in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Fund will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Distributor shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, or a third party authorized by the Fund, shall distribute all proxy material to Contract owners to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Contract owners. Upon reasonable request, the Company will provide applicable information, such as name and address, related to Contract owners with expenses to be borne in accordance with Schedule C hereof. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use the Distributor, the Adviser or the Portfolios provided in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law and the Mixed and Shared Funding Exemptive Order the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Fund will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, an Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B A hereof. If requested by the Company in lieu thereof, an Adviser, a Distributor or the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, a Distributor and/or an Adviser shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. An Adviser, a Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, a Distributor and/or an Adviser shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use the Distributors, the Advisers or the Portfolios provided in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withhelda Distributor or an Adviser, neither the Fund, the Distributors nor the Advisers are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 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 (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as set forth the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then each party to if and when applicable, 16(b). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC’s interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Distributor shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Distributor shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure the Distributor, or the Portfolios provided in writing by the Fund or the Distributor, neither the Fund nor the Distributor are responsible for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent content of the Fund, which consent shall not be unreasonably withheldProspectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Fund will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company and Schwab with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus, current Statement of Additional Information summary prospectus (as such term is defined in Rule 498 under the 1933 Act or any successor provision) (“SAIFund Summary Prospectus”), supplementsand any supplements thereto, proxy statements, and annual or semi-annual reports of for each Designated Portfolio as the Company may reasonably request, with expenses request for distribution to be borne in accordance with Schedule B hereofContract owners. If requested by the Company in lieu thereofor Schwab, the Fund or Distributor shall provide such documents documentation (including a printcamera-ready PDFcopy of the Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of the documents in a format suitable for printing and posting on the Company’s websitedocuments, all as the Company and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for the Company and Schwab once each year (or more frequently if the such prospectuses are amended) to have prospectusesthe Fund's Prospectus or Fund Summary Prospectus printed, SAIsas the case may be, supplements and annual to the extent permitted by applicable law or semi-annual reports other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Contracts Company or Schwab. Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. Notwithstanding anything herein to the contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by specified date as mutually agreed upon by the Fund and the Company. The Fund printed together in shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. The Company shall be permitted, but not required, to post a single document or posted copy of the Fund’s statutory prospectuses on the Company’s web-site website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498. 3.2. If applicable laws require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract owners, then the Fund or Distributor, as appropriate, shall provide the Company with copies of the Fund's SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed individually copies of the Fund's proxy material, reports to stockholders, and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company if it so chooses. 3.2 The Fund’s prospectus or Schwab, the Fund or Distributor shall state that provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the current SAI Company and/or Schwab. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Fund is available. 3.3 Company to obtain voting instructions from Contract owners. The Fund shall provide the Company with information regarding printed copies of Fund annual and semiannual reports in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationreasonably require for distributing to Contract owners, which notice will describe the manner with expenses to be borne in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldaccordance with Schedule C hereto. 3.4 So long as, 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as standards set forth in Schedule C of this Agreementthe Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt, then each party provided however, the Company shall be free to vote Designated Portfolio shares attributable to the Agreement represents Account in any manner permitted by applicable law, to the extent the Mixed and warrants Shared Funding Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that it complies 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 Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereofIn addition, the Fund shall provide such documents (including a printpdf file of the Fund's current prospectus and Statement of Additional Information for the Company's web site. If requested, the Fund shall also provide camera-ready PDFfilm containing the Fund's current prospectus and Statement of Additional Information, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have prospectuses, SAIs, supplements the documents printed. The Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and annual or semi-annual reports for statements of additional information. The Company may also utilize the Contracts and the Fund printed together in a single document or posted Fund's current prospectus on the Company’s web-site 's internet sites and other electronic and/or public media. Except as provided in Section 5.4, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. The Company agrees to provide the Fund or printed individually its designee with such information as may be reasonably requested by the Company if it so choosesFund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2 The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information for the Fund is availableavailable from the Fund, at its expense. 3.3 The Fund shall provide the Company with information regarding copies of its reports to shareholders and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes reasonably require for distribution to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContract owners. 3.4 So long as, If and to the extent required by law, the Company shall distribute all proxy material furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote the Fund shares for which no instructions have been received in the same proportion as Fund shares of such 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general any segregated asset account in its own right, to the extent permitted by applicable laws. 3.6 If the law. The Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 shall follow the procedures, and shall have the corresponding responsibilities, for the handling of the 1933 Actproxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of this Agreementtheir separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C, then each party which standards will also be provided to the Agreement other Participating Insurance Companies. 3.5 The Fund will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that it complies the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 of the 1933 Act ("Rule 498"). The Company represents and applicable SEC guidance regarding warrants that its use of the Rule in connection therewithsummary prospectuses and supplements, its website, and that it maintains policies the manner and procedures reasonably designed related to ensure that it can meet its obligations in connection with Fund hosting of the summary prospectuses. The parties agree to prospectuses and supplements on its website will at all times comply with the terms included requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. The Company, at its sole cost and expense, shall host the summary prospectuses and supplements thereto as well as any other required documentation on its website. The Company shall provide the Fund with the website URL(s) that will serve as the hyperlinks within the summary prospectus and other required documentation and the Company shall be responsible for maintaining the required documents at such website URLs for the requisite period set forth in Rule 498. The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days' prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the attached Schedule C as discretion of the effective date Company. The Company shall provide the Fund with at least thirty (30) days' prior written notice of this Agreementits intended use of the summary prospectuses and at least sixty (60) days' prior written notice of its intent to terminate use of the summary prospectuses.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print“camera-ready PDFready” copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the Fund Prospectus or the Fund's then current prospectus, current Statement of Additional Information summary prospectus (“SAI”as such term is defined in Rule 498 under the 1933 Act or any successor provision) ("Fund Summary Prospectus"), supplementsand any supplements thereto, proxy statements, and annual or semi-annual reports of for each Designated Portfolio as the Company may reasonably request, with expenses request for distribution to be borne in accordance with Schedule B hereofContract owners. If requested by the Company in lieu thereofCompany, the Fund or Distributor shall provide such documents documentation (including a printcamera-ready PDFcopy of the Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of the documents in a format suitable for printing and posting on the Company’s websitedocuments, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the such prospectuses are amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document Prospectus or Fund Summary Prospectus printed, as the case may be, to the extent permitted by applicable law or other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Company’s web-site . Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. Notwithstanding anything herein to the contrary, the delivery or use of Fund Summary Prospectuses shall be upon agreement of the parties. The Fund shall use commercially reasonable efforts to provide the Fund Summary Prospectuses and Fund Prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by a specified date as mutually agreed upon by the Fund and the Company. (i) The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (ii) The Company shall be permitted, but not required, to post a copy of the Fund's statutory prospectuses on the Company's website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund's website and fully comply with the requirements of Rule 498. 3.2. If applicable laws require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract owners, then the Fund or Distributor, as appropriate, shall provide the Company with copies of the Fund's SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed individually copies of the Fund's proxy material, reports to shareholders, and other communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company if it so choosesand upon receipt of the pertinent contact information from the Company, the Fund and/or Distributor shall engage a third party vendor to distribute the aforementioned materials and/or communications to shareholders. If requested by the Company, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 (i) The Fund shall provide the Company with information regarding printed copies of Fund annual and semiannual reports in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationreasonably require for distributing to Contract owners, which notice will describe the manner with expenses to be borne in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldaccordance with Schedule C hereto. 3.4 So long as, 3.4. If and to the extent required by law and the Mixed and Shared Funding Exemptive Order, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions timely received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by applicable lawslaw. 3.6 If (iv) assure that each of its separate accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Fund and for this purpose. 3.5. The Company shall be responsible for assuring that each of its Accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as standards set forth in Schedule C of this Agreementthe Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt, then each party provided, however, the Company shall be free to vote Designated Portfolio shares attributable to the Agreement represents Account in any manner permitted by applicable law, to the extent the Mixed and warrants Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that it complies Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC"s interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The be distributed to all Contract owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund and/or the Distributor shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party specifically for use in the prospectus or SAI of the Fund, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table the Distributor, the Adviser or the Portfolios provided in writing or approved of fees and related narrative disclosure in writing by the Fund or the Distributor specifically for use in any therein, neither the Fund nor the Distributor are responsible for the content of the prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in SAI for the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContracts. 3.4 3.5. So long as, as and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Fund will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter shall provide provide, or cause to provide, the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“"SAI”"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners. If requested by the Company in lieu thereof, the Fund Underwriter shall provide provide, or cause to be provided, such documents (including a print"camera-ready PDFready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s 's website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s 's web-site or printed individually by the Company if it so chooses.. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund Underwriter shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundUnderwriter, which consent shall not be unreasonably withheld. 3.4 3.4. The Underwriter will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act. 3.5. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, shall follow one of the two methods described procedures outlined below with respect to provide pass-through voting privileges to contract ownersFund initiated proxies: (a) Provide If the Company chooses to solicit Contract owners itself, it shall: (i) Solicit voting instructions from Contract owners; and (ii) Vote the shares in accordance with instructions received from such owners. If and to the extent permitted by law, the Company may vote Fund shares for which no instructions have been received in the same proportion as shares for which such instructions have been received from Contract owners. (b) If the Company chooses to work with the Fund's proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Portfolio Fund as of the record date to the Fund or its agent in order to permit facilitate the Fund to send Fund's solicitation material and gather of voting instructions from Contract owners on behalf of the Companyowners. The Company shall also provide such other information to the Fund or its agent as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this optionRegardless of which procedure is followed, the Fund shall Underwriter will pay, or cause to be responsible for properly “echo voting” shares paid, the expense associated with text composition, printing, mailing, distributing and tabulation of a Portfolio for which no proxy statements and voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holderssolicitation materials. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus, current Statement of Additional Information summary prospectus (as such term is defined in Rule 498 under the 1933 Act or any successor provision) (“SAIFund Summary Prospectus”), supplementsand any supplements thereto, proxy statements, and annual or semi-annual reports of for each Designated Portfolio as the Company may reasonably request, with expenses request for distribution to be borne in accordance with Schedule B hereofContract owners. If requested by the Company in lieu thereofCompany, the Fund or Distributor shall provide such documents documentation (including a printcamera-ready PDFcopy of the Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of the documents in a format suitable for printing and posting on the Company’s websitedocuments, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the such prospectuses are amended) to have prospectusesthe Fund Prospectus or Fund Summary Prospectus printed, SAIsas the case may be, supplements and annual to the extent permitted by applicable law or semi-annual reports other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Contracts Company. Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. Notwithstanding anything herein to the contrary, the delivery or use of Fund Summary Prospectuses shall be upon agreement of the parties. The Fund shall use commercially reasonable efforts to provide the Fund Summary Prospectuses and Fund Prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by a specified date as mutually agreed upon by the Fund and the Company. (i) The Fund printed together in shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (ii) The Company shall be permitted, but not required, to post a single document or posted copy of the Fund’s statutory prospectuses on the Company’s web-site website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498. 3.2. If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract owners, then the Fund or Distributor, as appropriate, shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed individually copies of the Fund’s proxy material, reports to shareholders, and other communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company if it so choosesand upon receipt of the pertinent contact information from the Company, the Fund and/or Distributor shall engage a third party vendor to distribute the aforementioned materials and/or communications to shareholders. If requested by the Company, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 (i) The Fund shall provide the Company with information regarding printed copies of Fund annual and semiannual reports in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationreasonably require for distributing to Contract owners, which notice will describe the manner with expenses to be borne in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldaccordance with Schedule C hereto. 3.4 So long as, 3.4. If and to the extent required by law and the Mixed and Shared Funding Exemptive Order, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions timely received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by applicable lawslaw. 3.6 If (iv) assure that each of its separate accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Fund and for this purpose. 3.5. The Company shall be responsible for assuring that each of its Accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as standards set forth in Schedule C of this Agreementthe Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt, then each party provided, however, the Company shall be free to vote Designated Portfolio shares attributable to the Agreement represents Account in any manner permitted by applicable law, to the extent the Mixed and warrants Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that it complies Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereofIn addition, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy pdf file of the documents in a format suitable Fund’s current prospectus and Statement of Additional Information for printing and posting on the Company’s websiteweb site. If requested, all as the Company may reasonably request) Fund shall also provide camera-ready film containing the Fund’s current prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have prospectuses, SAIs, supplements the documents printed. The Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and annual or semi-annual reports for statements of additional information. The Company may also utilize the Contracts and the Fund printed together in a single document or posted Fund’s current prospectus on the Company’s web-site internet sites and other electronic and/or public media. Except as provided in Section 5.3, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. The Company agrees to provide the Fund or printed individually its designee with such information as may be reasonably requested by the Company if it so choosesFund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2 The Fund’s prospectus shall state that the current SAI Statement of Additional Information for the Fund is availableavailable from the Fund, at its expense. 3.3 The Fund shall provide the Company with information regarding copies of its reports to shareholders and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationreasonably require for distribution to Contract owners. Proxy matters will be handled in accordance with all applicable laws, which notice will describe the manner in which the Company proposes to modify the information, rules and agrees that it may not modify such information in any way without the prior consent regulations and by mutual agreement of the Fund, which consent shall not be unreasonably withheldparties. 3.4 So long asThe parties hereto agree to cooperate with each other in connection with any laws, rules or regulations relating to the use of a summary prospectus, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required such matters will by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio handled in accordance with instructions received from Contract holders. The Company shall vote the shares all applicable laws, rules and regulations and by mutual agreement of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been receivedparties involved. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company and Schwab with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus, current Statement of Additional Information summary prospectus (as such term is defined in Rule 498 under the 1933 Act or any successor provision) (“SAIFund Summary Prospectus”), supplementsand any supplements thereto, proxy statements, and annual or semi-annual reports of for each Designated Portfolio as the Company may reasonably request, with expenses request for distribution to be borne in accordance with Schedule B hereofContract owners. If requested by the Company in lieu thereofor Schwab, the Fund or Distributor shall provide such documents documentation (including a printcamera-ready PDFcopy of the Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of the documents in a format suitable for printing and posting on the Company’s websitedocuments, all as the Company and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for the Company and Schwab once each year (or more frequently if the such prospectuses are amended) to have prospectusesthe Fund’s Prospectus or Fund Summary Prospectus printed, SAIsas the case may be, supplements and annual to the extent permitted by applicable law or semi-annual reports other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Contracts Company or Schwab. Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. Notwithstanding anything herein to the contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by specified date as mutually agreed upon by the Fund and the Company. (i) The Fund printed together in shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (ii) The Company shall be permitted, but not required, to post a single document or posted copy of the Fund’s statutory prospectuses on the Company’s web-site website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498. 3.2. If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract owners, then the Fund or Distributor, as appropriate, shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed individually copies of the Fund’s proxy material, reports to stockholders, and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company if it so choosesor Schwab, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 (i) The Fund shall provide the Company with information regarding printed copies of Fund annual and semiannual reports in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationreasonably require for distributing to Contract owners, which notice will describe the manner with expenses to be borne in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldaccordance with Schedule C hereto. 3.4 So long as, 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.5. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as standards set forth in Schedule C of this Agreementthe Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt, then each party provided however, the Company shall be free to vote Designated Portfolio shares attributable to the Agreement represents Account in any manner permitted by applicable law, to the extent the Mixed and warrants Shared Funding Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that it complies 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 Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print"camera-ready PDFready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Trust shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Trust shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund Portfolios printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 The Fund3.2. A Portfolio’s prospectus shall state that the current SAI for the Fund Portfolio is available. 3.3 3.3. The Fund Trust shall provide the Company with information regarding the Funda Portfolio’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundTrust, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund Trust or its agent in order to permit the Fund Trust to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund Trust as is reasonably necessary in order for the Fund Trust to properly tabulate votes for Fund Trust initiated proxies. In the event that the Company chooses this option, the Fund Trust shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“"SAI”"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print"camera-ready PDFready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s 's website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s 's web-site or printed individually by the Company if it so chooses.chooses The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundDistributor, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s 's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “"echo voting” " shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received., 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Underwriter shall provide the Company with as many printed copies of the Fund's current prospectusprospectus (describing only the Designated Portfolios listed on Schedule A) or, current Statement of Additional Information (“SAI”)to the extent permitted, supplements, proxy statements, and annual or semi-annual reports of each Portfolio the Fund's profiles as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with expenses to be borne in accordance with Schedule B hereofoffering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents in a format suitable for printing and posting new prospectus on diskette at the Company’s website, all as the Company may reasonably requestFund's expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Fund's prospectus or profile printed together in a single one document or posted on (such printing to be at the Company’s web-site or printed individually by the Company if it so chooses. 3.2 's expense). The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information ("SAI") for the Fund is available. 3.3 , and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 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. The Company shall: solicit voting instructions from Contract owners; vote the Fund shares in accordance with instructions received from Contract owners; and vote Fund shares for which consent shall not be unreasonably withheld. 3.4 So no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as, as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, owners or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the will vote Fund as is reasonably necessary shares held in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received any segregated asset account in the same proportion as Fund shares of the Portfolio such portfolio for which voting instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own rightreceived from Contract owners, to the extent permitted by applicable laws. 3.6 If law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth provide in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementwriting.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B A hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information ("SAI") for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor, and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholder; in such quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to contract owners. 4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the consent of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use the Distributor, the Adviser or the Portfolios provide in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instruction have been received in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the ex tent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:: and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as set forth the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then each party to if and when applicable, 16(b). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC's interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“"SAI”"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print"camera-ready PDFready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s 's website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s 's web-site or printed individually by the Company if it so chooses.. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s 's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “"echo voting” " shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The 3.1. If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide the Company PLAIC with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus for the Designated Portfolio(s) as the Company PLAIC may reasonably requestrequest for marketing purposes (including distribution to Contract owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule B hereof. C. If requested by the Company PLAIC in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a printcamera-ready PDF, or an electronic copy and computer diskette of the documents in a format suitable current prospectus for printing and posting on the Company’s website, all as the Company may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for PLAIC once each year (or more frequently if the Company prospectuses for the Designated Portfolio(s) are amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Fund's prospectus for the Designated Portfolio(s) printed together in a single document one document. The Fund and Adviser agree that in the future, PLAIC may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) describe only the Designated Portfolio(s) and not name or posted on describe any other portfolios or series that may be in the Company’s web-site Fund, unless required by law. Should PLAIC determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or printed individually by Distributor, as applicable agree to assist PLAIC in obtaining the Company if required information from ▇▇▇▇▇ and the expenses associated with this form of distribution will be borne in accordance with Schedule C. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide PLAIC with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C, as PLAIC may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Fund shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it so choosesis anticipated that such requests will be made to PLAIC). 3.2 3.3. The Fund’s , Distributor and/or Adviser shall provide PLAIC with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C. 3.4. It is understood and agreed that, except with respect to information regarding PLAIC provided in writing by PLAIC, PLAIC is not responsible for the content of the prospectus shall state that the current or SAI for the Fund is availableDesignated Portfolio(s). 3.3 The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract3.5. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, If and to the extent required by law PLAIC shall: (i) solicit voting instructions from Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Accounts in accordance with instructions received from Contractowners; and (iii) vote Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contractowners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company PLAIC reserves the right to vote Fund shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund and will either provide for annual meetings (except insofar as the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 SEC may interpret Section 16 of the 1933 Act1940 Act not to require such meetings) or, as set forth the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then each party to if and when applicable, 16(b). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC's interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. OFDI shall provide or cause to be provided to the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Fund (for distribution to Contract owners with value allocated to such Funds as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund OFDI shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 The 3.2. OFDI represents that each Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund 3.3. OFDI shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundOFDI, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods methods, as may be agreed upon by the parties, described below to provide pass-through voting privileges to contract owners: (a) Provide OFDI’s proxy vendor a list of Contract owners with value allocated to a Portfolio each Fund as of the record date to the Fund or its agent in order to permit the Fund Parties to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares Shares of a Portfolio Fund for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio Fund Shares in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios Fund Shares for which no instructions have been received in the same proportion as shares of the Portfolio Fund Shares for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares Shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund OFDI and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. Subject to Section 7.1 and the Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 . The Company reserves shall be responsible for assuring that its Accounts participating in a Designated Portfolio calculates voting privileges as required by the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth provide in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementwriting.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter shall provide the Company with as many printed copies of the Fund's current prospectusprospectus (describing only the Designated Portfolios listed on Schedule A) or, current Statement of Additional Information (“SAI”)to the extent permitted, supplements, proxy statements, and annual or semi-annual reports of each Portfolio the Fund's profiles as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with expenses to be borne in accordance with Schedule B hereofoffering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents in a format suitable for printing and posting new prospectus on diskette at the Company’s website, all as the Company may reasonably requestFund's expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Fund's prospectus or profile printed together in a single one document or posted on (the Company’s web-site or printed individually payment of such printing costs to be governed by the Company if it so choosesprovisions of Section 5.3 of this Agreement). 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as, as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, owners or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the will vote Fund as is reasonably necessary shares held in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received any segregated asset account in the same proportion as Fund shares of the Portfolio such portfolio for which voting instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own rightreceived from Contract owners, to the extent permitted by applicable lawslaw. 3.6 If 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 and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth provide in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementwriting.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information prospectus (“SAI”describing only the Designated Portfolios listed on Schedule A), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request. The Fund shall bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus that is used in connection with expenses to be borne in accordance with Schedule B hereofoffering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents in a format suitable for printing and posting new prospectus on diskette at the Company’s website, all as the Company may reasonably requestFund's expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Fund's prospectus printed together in a single one document or posted on (such printing to be at the Company’s web-site or printed individually by the Company if it so chooses's expense). 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as, as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, owners or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the will vote Fund as is reasonably necessary shares held in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received any segregated asset account in the same proportion as Fund shares of the Portfolio such portfolio for which voting instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own rightreceived from Contract owners, to the extent permitted by applicable lawslaw. 3.6 If 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 Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth provide in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementwriting.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus, current Statement of Additional Information summary prospectus (as such term is defined in Rule 498 under the 1933 Act or any successor provision) (“SAIFund Summary Prospectus”), supplementsand any supplements thereto, proxy statements, and annual or semi-annual reports of for each Designated Portfolio as the Company may reasonably request, with expenses request for distribution to be borne in accordance with Schedule B hereofContract owners. If requested by the Company in lieu thereofCompany, the Fund or Distributor shall provide such documents documentation (including a printcamera-ready PDFcopy of the Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of the documents in a format suitable for printing and posting on the Company’s websitedocuments, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if such prospectuses are amended) to have prospectusesthe Fund Prospectus or Fund Summary Prospectus printed, SAIsas the case may be, supplements and annual to the extent permitted by applicable laws or semi-annual reports other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Contracts Company. Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. Notwithstanding anything herein to the contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use commercially reasonable efforts to provide the Fund Summary Prospectuses and Fund Prospectuses (which only include the Designated Portfolios offered by the Company) and full SAI by a specified date as mutually agreed upon by the Fund and the Company. (i) The Fund printed together in shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (ii) The Company shall be permitted, but not required, to post a single document or copy of the Fund’s statutory prospectuses on the Company’s website. The Fund documents posted on the Company’s web-site or printed individually website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Company if it so choosesFund’s website and fully comply with the requirements of Rule 498. 3.2 The Fund’s prospectus shall state 3.2. If applicable laws require that the current SAI Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract owners, then the Fund or Distributor, as appropriate, shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website(s) maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable laws. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owners or prospective owners who request such SAI from the Fund (although it is availableanticipated that such requests will be made to the Company). 3.3 3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s proxy material, reports to shareholders, and other communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. (i) The Fund shall provide the Company with information regarding printed copies of Fund annual and semiannual reports in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationreasonably require for distributing to Contract owners, which notice will describe the manner with expenses to be borne in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldaccordance with Schedule C hereto. 3.4 So long as, 3.4. If and to the extent required by applicable laws and the Mixed and Shared Funding Exemptive Order, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in each Account in accordance with instructions timely received from Contract owners; (iii) vote Designated Portfolio shares held in each Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account and in any segregated asset account in its own right, to the extent permitted by applicable laws; and (iv) assure that each of its Accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Fund for this purpose. 3.6 If 3.5. The Company shall be responsible for assuring that each of its Accounts participating in a Designated Portfolio calculates voting privileges in a manner consistent with the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as standards set forth in Schedule C of this Agreementthe Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt, then provided, however, the Company shall be free to vote Designated Portfolio shares attributable to each party Account in any manner permitted by applicable laws, to the Agreement represents extent the Mixed and warrants Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief). 3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that it complies Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement. 3.7. The Fund hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of mixed and shared funding.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Trust shall provide the Company with (at Company’s expense) in portable document format (i.e. PDF) only (or other electronic format as many printed copies of agreed to by the Distributor and the Company) the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Fund as the Company may reasonably requestrequest for distribution to prospective purchasers of Contracts, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Trust or its designee shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) documentation and such other assistance as is reasonably necessary in order for the Company parties hereto once a year (or more frequently if the prospectus for the Trust is supplemented or amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund prospectus for the Trust and any other funds offered as investments for the Contracts printed together in a single document or posted on at the Company’s web-site or printed individually expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such documentation has been furnished to the Company if or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Trust documentation after it so chooseshas been furnished to the Company or its designee. 3.2 3.2. The FundTrust’s prospectus shall state that the current SAI for the Fund Funds is available. 3.3 3.3. The Fund shall upon reasonable request provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent 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 shallshall , at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders owners itself and vote shares of the Portfolio Fund in accordance with instructions received from Contract holdersowners. The Company shall vote the shares of the Portfolios Funds for which no instructions have been received in the same proportion as shares of the Portfolio Fund for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund Trust and the Company agree to distribute Fund Trust summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information ("SAI") for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, the Distributor and/or the Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content 13 of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use the Distributor, the Adviser or the Portfolios provided in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 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 (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as set forth the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then each party to if and when applicable, 16(b). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC's interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund For prospective Contract owners, the Distributor shall provide the Company (at the Company's expense) with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents new Prospectus as set in a format suitable for printing and posting on type at the Fund's expense - in lieu thereof, such final copy may be provided, if requested by the Company’s website, all as the Company may reasonably requestelectronically or through camera ready film) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently, if the Prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts each Contract and the Fund Fund's Prospectus printed together in a single one document or posted on (such printing to be at the Company’s web-site or printed individually by the Company if it so chooses's expense). 3.2 The Fund’s prospectus 's Prospectus shall state that the current SAI Statement of Additional Information for the Fund is availableavailable from the Distributor (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund Fund, at its expense, shall provide the Company with information regarding copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes reasonably require for distributing to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContract owners. 3.4 So long as, If and to the extent the SEC continues to interpret required by the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, other applicable law the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to assist the Fund or its agent in order to permit the Fund to send solicitation material and gather soliciting voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to by providing the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares with a mailing list of a Portfolio for which no voting instructions have been received.Contract owners; (b) Solicit voting instructions from Contract holders itself and vote Fund shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall owners; and (c) vote the Fund shares of the Portfolios for which no instructions have been received in the same proportion as Fund shares of the such Portfolio for which instructions have been received. 3.5 . The Company reserves the right to vote Fund shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. Each Participating Insurance Company shall be responsible for assuring that each of its separate accounts participating in the Fund calculates voting privileges in a manner consistent with this Section. 3.6 If the 3.5 The Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 will comply with all provisions of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.1940 Act requiring voting by shareholders

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print“camera-ready PDFready” copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundDistributor, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectusprospectus (describing only the Designated Portfolios listed on Schedule A) or, current Statement of Additional Information (“SAI”)to the extent permitted, supplements, proxy statements, and annual or semi-annual reports of each Portfolio the Fund’s profiles as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund’s prospectus and profiles that are used in connection with expenses to be borne in accordance with Schedule B hereofoffering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents new prospectus, in a format suitable for printing and posting on such electronic form as is mutually agreed, at the CompanyFund’s website, all as the Company may reasonably requestexpense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Fund’s prospectus or profile printed together in a single one document or posted on (such printing to be at the Company’s web-site or printed individually by the Company if it so choosesexpense). 3.2 3.2. The Fund’s prospectus shall state that the current SAI Statement of Additional Information (“SAI”) for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as, as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, owners or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the will vote Fund as is reasonably necessary shares held in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received any segregated asset account in the same proportion as Fund shares of the Portfolio such portfolio for which voting instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own rightreceived from Contract owners, to the extent permitted by applicable lawslaw. 3.6 If 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 Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth provide in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementwriting.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Fund (for distribution to Contract owners with value allocated to such Funds) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund Funds printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund Distributor shall provide the Company with information from the prospectus regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide the Distributor with prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundDistributor, which consent shall not be unreasonably withheld. 3.4 3.3. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio Fund as of the record date to the Fund Distributor or its agent in order to permit the Fund Distributor to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund Distributor as is reasonably necessary in order for the Fund Distributor to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund Distributor shall be responsible for properly “echo voting” shares of a Portfolio Fund for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios Funds for which no instructions have been received in the same proportion as shares of the Portfolio Fund for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements supple­ments and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.Fund

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement prospectus describing only the Classes of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles, if any, for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with expenses to be borne in accordance with Schedule B hereofoffering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents in a format suitable for printing and posting new prospectus on diskette at the Company’s website, all as the Company may reasonably requestFund's or Underwriter's expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Fund's prospectus printed together in a single one document (such printing of the Fund's prospectus and profiles for existing Contract owners to be at the Fund's or posted on Underwriter's expense, provided, however, that such expense shall not exceed the Company’s web-site cost the Fund or printed individually by the Company if it so choosesUnderwriter otherwise would incur to print the prospectuses). 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Transfer Agent, at its or the Underwriter's 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. 3.5. The Company agrees that it will use such information substantially shall: (i) solicit voting instructions from Contract owners; (ii) vote the Shares in accordance with instructions received from Contract owners; and (iii) vote Shares for which no instructions have been received in the form provided. The Company shall provide prior written notice of any proposed modification same proportion as Shares of such informationportfolio for which instructions have been received, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So so long as, as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, owners or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary will vote Shares held in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received any segregated asset account in the same proportion as shares Shares of the Portfolio such portfolio for which voting instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own rightreceived from Contract owners, to the extent permitted by applicable lawslaw. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund Distributor shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundDistributor, which consent shall not be unreasonably withheld. 3.4 3.3. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund Distributor or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund Distributor as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The 3.1. If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide the Company PLAIC with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus for the Designated Portfolio(s) as the Company PLAIC may reasonably requestrequest for marketing purposes (including distribution to Contract owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule B hereof. C. If requested by the Company PLAIC in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a printcamera-ready PDF, or an electronic copy and computer diskette of the documents in a format suitable current prospectus for printing and posting on the Company’s website, all as the Company may reasonably requestDesignated Portfolio(s)) and such other assistance as is reasonably necessary in order for PLAIC once each year (or more frequently if the Company prospectuses for the Designated Portfolio(s) are amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund Fund's prospectus for the Designated Portfolio(s) printed together in a single document one document. The Fund and Adviser agree that in the future, PLAIC may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) describe only the Designated Portfolio(s) and not name or posted on describe any other portfolios or series that may be in the Company’s web-site Fund, unless required by law. Should PLAIC determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or printed individually by Distributor, as applicable agree to assist PLAIC in obtaining the Company if required information from ▇▇▇▇▇ and the expenses associated with this form of distribution will be borne in accordance with Schedule C. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide PLAIC with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C, as PLAIC may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Fund shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it so choosesis anticipated that such requests will be made to PLAIC). 3.2 3.3. The Fund’s , Distributor and/or Adviser shall provide PLAIC with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C, as PLAIC may reasonably require to permit timely distribution thereof to Contract owners, as required by law. 3.4. It is understood and agreed that, except with respect to information regarding PLAIC provided in writing by PLAIC, it is not responsible for the content of the prospectus shall state that the current or SAI for the Fund is availableDesignated Portfolio(s). 3.3 3.5. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees hereby notifies PLAIC that it may not modify such information be appropriate to include in any way without the prior consent prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of the Fund, which consent shall not be unreasonably withheldmixed and shared funding. 3.4 So long as, 3.6. If and to the extent required by law, PLAIC shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Accounts in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company PLAIC reserves the right to vote Fund shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. Subject to Section 7.1 and the Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. The Company shall be responsible for assuring that its 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 may adopt and provide in writing. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement. 3.7. Within three (3) Business Days of Company receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Trust shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Fund as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Trust shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund Trust printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The FundTrust’s prospectus shall state that the current SAI for the Fund Trust is available. 3.3 3.3. The Fund Trust shall provide the Company with information regarding the FundTrust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundTrust, which consent shall not be unreasonably withheld. 3.4 So long as, and 3.4. Pursuant to Rule 30e-3 under the extent the SEC continues to interpret the Investment Company Act of 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law(“Rule 30e- 3”), the Company shallshall ensure that the following Trust materials are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete Fund holdings from reports containing a summary schedule of investments; and (iv) Fund holdings for most recent first and third fiscal quarters (items (i) through (iv) collectively, at the Company’s option“Required Materials”). To assist the Company in fulfilling its Rule 30e-3 obligations, follow one the Trust shall send a .pdf file of the two methods described below Required Materials to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than five business days before the date each time that the Required Materials are required to be posted by Rule 30e-3.. The Company shall provide pass-through voting privileges a paper notice to contract Contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions , fulfill ad hoc requests from Contract owners on behalf for a paper copy of any of the CompanyRequired Materials, and fulfill Contract owner elections to receive future Trust shareholder reports in paper, all as required by Rule 30e-3. The Company shall also provide such other information Contract owner elections to the Fund as is reasonably necessary receive future Trust shareholder reports in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund paper shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio governed by Section 3.1. Rule 30e-3 expenses shall be borne in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been receivedSchedule B hereto. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company and Schwab with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus, current Statement of Additional Information summary prospectus (as such term is defined in Rule 498 under the 1933 Act or any successor provision) (“SAIFund Summary Prospectus”), supplementsand any supplements thereto, proxy statements, and annual or semi-annual reports of for each Designated Portfolio as the Company may reasonably request, with expenses request for distribution to be borne in accordance with Schedule B hereofContract owners. If requested by the Company in lieu thereofor Schwab, the Fund or Distributor shall provide such documents documentation (including a printcamera-ready PDFcopy of the Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of the documents in a format suitable for printing and posting on the Company’s websitedocuments, all as the Company and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for the Company and Schwab once each year (or more frequently if the such prospectuses are amended) to have prospectusesthe Fund's Prospectus or Fund Summary Prospectus printed, SAIsas the case may be, supplements and annual to the extent permitted by applicable law or semi-annual reports other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Contracts Company or Schwab. Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. Notwithstanding anything herein to the contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by specified date as mutually agreed upon by the Fund and the Company. The Fund printed together in shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. The Company shall be permitted, but not required, to post a single document or posted copy of the Fund’s statutory prospectuses on the Company’s web-site website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498. 3.2. If applicable laws require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contract owners, then the Fund or Distributor, as appropriate, shall provide the Company with copies of the Fund's SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed individually copies of the Fund's proxy material, reports to stockholders, and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company if it so chooses. 3.2 The Fund’s prospectus or Schwab, the Fund or Distributor shall state that provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the current SAI Company and/or Schwab. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Fund is available. 3.3 Company to obtain voting instructions from Contract owners. The Fund shall provide the Company with information regarding printed copies of Fund annual and semiannual reports in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationreasonably require for distributing to Contract owners, which notice will describe the manner with expenses to be borne in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldaccordance with Schedule C hereto. 3.4 So long as, 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.contract

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter shall provide the Company Company, at the Company's expense [Fund cannot provide it as it is a marketing expense, Underwriter will not provide it as that is not our deal], with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, with expenses at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to be borne in accordance with Schedule B hereofexisting contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documents (documentation including a print-ready PDF, or an electronic final copy of a current prospectus set in type at the documents in a format suitable for printing Fund's expense and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have prospectuses, SAIs, supplements and annual or semi-annual reports the new prospectus for the Contracts and the Fund Fund's new prospectus printed together in a single document or posted on one document. In such case, the Company’s web-site or printed individually by Fund shall bear its share of expenses of printing that portion of the Company if it so choosesprospectus for the Contracts consisting of the Fund's prospectus. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI Statement of Additional Information for the Fund is availableavailable from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3 3.3. The Fund Fund, at its expense, shall provide the Company with information regarding copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice reasonably require and shall bear the costs of any proposed modification of such information, which notice will describe the manner in which the Company proposes distributing them to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldexisting contractowners or participants. 3.4 So long as, 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participants; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; 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, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Companycontractowners. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.6 If 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 will either provide for annual meetings or comply with Section 16(c) of the 1933 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, as set forth if and when applicable, 16(b). Further, the Fund will act in Schedule C accordance with the SEC interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16 (a) with respect to periodic elections of directors and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.. Regardless of which procedure is followed, the Company shall be responsible for forwarding such documents to the applicable Contract owners as required by applicable law 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent 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 shallshall , at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in the form required by the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, (a) the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received; and the Company shall provide the Fund or its agent all information reasonably necessary in order for the Fund or its agent to send solicitation material to and gather voting instructions from Contract owners and to properly tabulate votes, including “echo votes,” for Fund initiated proxies. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio Portfolios in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company shall vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. However, the Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter shall provide the Company (at the Company's expense) with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, prospectus and annual any amendments thereof or semi-annual reports of each Portfolio supplements thereto as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of any prospectus as set in type at the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestFund's expense) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the disclosure document for the Contracts and the Fund Fund's prospectus printed together in a single one document or posted on and delivered to existing and prospective Contract owners (such printing and delivery to be at the Company’s web-site 's expense). It is understood and agreed that the Company is not responsible for the content of the prospectus or printed individually statement of additional information (the SAI) for the Fund, except to the extent that statements in the Fund's prospectus or SAI reflect information given to the Fund by the Company. It is also understood and agreed that, except with respect to information provided to the Company if it so choosesby the Fund, the Underwriter, or the Adviser, the Fund, the Adviser, and the Underwriter shall not be responsible for the content of the prospectus, SAI, or disclosure statement for the Contracts. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is availableavailable from the Underwriter (or in the Fund's discretion, the prospectus shall state that such SAI is available from the Fund), and the Underwriter (or the Fund as permitted by law), at its expense, shall print and provide such SAI free of charge to the Company and to any owner of a Contract or prospective owner who requests such SAI. The Fund will not be responsible for any distribution expenses. 3.3 3.3. The Fund Fund, at its expense, shall provide the Company with information regarding copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes reasonably require for distributing to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContract owners. 3.4 So long as, 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with timely instructions received from Contract owners; and (iii) vote Fund shares for which (a) no timely instructions have been received, and (b) Fund shares not attributable to Contract owners, in the same proportion as Fund shares of such portfolio for which timely instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account any Account in its own right, to the extent permitted by applicable lawslaw. The Company shall be responsible for assuring that each of its Separate Accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.6 If 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 will either provide for annual meetings or comply with Section 16(c) of the 1933 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, as set forth if and when applicable, 16(b). Further, the Fund will act in Schedule C accordance with the SEC's interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16 (a) with respect to periodic elections of directors and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 (a) The Fund Insurer shall distribute such Prospectuses, proxy statements and periodic reports of the Investment Company to the owners of Variable Contracts as required to be distributed to such Variable Contract Owners under applicable federal or state law. (b) The Distributor or the Investment Company, at their expense, shall provide the Company Insurer with as many copies of Investment Company’s current Prospectus, SAI, and any supplements to these materials, shareholder reports, proxy statements and other shareholder communications (“Disclosure Documents”) in such quantity as the Insurer shall reasonable require for purposes of distributing to owners of Variable Contracts issued by the Insurer in connection with the offerings and transactions contemplated by this Agreement. In addition, the Distributor shall provide the Insurer with as many copies of the Investment Company’s proxy materials that are required to be sent. If requested by the Insurer, in lieu of providing the Insurer with printed copies of the Prospectuses, SAI, supplements and proxy materials, the Investment Company shall transmit such materials in an electronic format (including camera-ready copies) and provide other assistance as may be reasonably necessary for the Insurer to either print a stand-alone document or print together in one document the current prospectusprospectus for the Variable Contracts and the current Prospectus for the Investment Company, current or a document combining the Investment Company Prospectus with prospectuses of other funds in which the Variable Contracts may be invested. In this case, the Insurer shall be responsible for the expense of printing such documents. (c) For purposes of this Agreement, “Prospectus” means with respect to any Shares, the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498) and Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for any supplement thereto, pursuant to which a Fund publicly offers the Company to have prospectusesShares; provided however, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent this definition shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act construed to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by lawDistributor, the Company shall, Insurer of any Fund to delivery any Statutory Prospectus or SAI other than at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares express request of a Portfolio for which no voting instructions have been receivedVariable Contract Owner. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 4.1 The Fund Trust shall provide the Company Companies with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”prospectus(es), supplementsstatement of additional information, proxy statements, annual reports and annual or semi-semi annual reports of each Portfolio of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Company Companies may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company Companies in lieu thereofof the foregoing printed documents, the Fund Trust shall provide such documents (including a printin the form of camera-ready PDFfilm, computer diskettes or an typeset electronic copy of the documents in a format suitable for printing and posting on the Company’s websitedocument files, all as the Company Companies may reasonably request) , and such other assistance as is reasonably necessary in order for the Company Companies to have prospectusesany of the prospectus(es), SAIsstatement of additional information, supplements and annual or semi-proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts Contracts. Expenses associated with providing, printing and the Fund printed together distributing such documents shall be allocated in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesaccordance with Schedule C attached to this Agreement. 3.2 4.2 The Fund’s prospectus Trust's Prospectus shall state that the current SAI Statement of Additional Information ("Statement") for the Fund Trust is availableavailable from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund 4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, shall provide the Company with information regarding copies of its reports to shareholders and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and reasonably require for distribution to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract Contract owners, or such distribution to be the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf expense of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The 4.4 Each Company shall vote all Trust shares as required by law and the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Shared Funding Exemptive Order. Each Company reserves the right to vote Fund Trust shares held in its general any separate account in its own right, to the extent permitted by applicable lawslaw and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with the legal requirements and the Shared Funding Exemptive Order. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 4.5 The Trust will comply with all applicable provisions of the 1933 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, as set forth if and when applicable, 16(b). Further, the Trust will act in Schedule C accordance with the Securities and Exchange Commission's Interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of Trustees and applicable SEC guidance regarding with whatever rules the Rule Commission may promulgate with respect thereto. 4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in connection therewiththe particular case: (a) fund objective changes, and that it maintains policies and procedures reasonably designed (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply provide the Companies with the terms included in required notice, the attached Schedule C as of Underwriter will reimburse the effective date of this AgreementCompanies for all reasonable expenses for facilitating the changes and for notifying Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“"SAI”"), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print"camera-ready PDFready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic anelectronic copy of the documents in a format suitable for printing and posting on the Company’s 's website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and supplementsand annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s 's web-site or printed individually by the Company if it so chooses.chooses The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundDistributor, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s 's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “"echo voting” " shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received., 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“"SAI”"), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s 's website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, -4- supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s 's web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s 's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s 's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “"echo voting” " shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders owners itself and vote shares of the Portfolio in accordance with instructions received from Contract holdersowners. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print"camera-ready PDFready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundDistributor, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Transfer Agent or its designee shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws and regulations. If requested by the Company in lieu thereof, the Fund Transfer Agent or its designee shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund Transfer Agent or its designee shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundTransfer Agent, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement. 3.7. Within three (3) Business Days of Company receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. ING VPI shall provide the Company with as many a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, ING VPI shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of ING VPI providing the Company with printed copies of the current its prospectus, current Statement SAI, supplements and proxy materials, the Company shall have the right to request that ING VPI transmit a copy of Additional Information such materials in an electronic format (“SAI”camera-ready copy), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as which the Company may reasonably request, use to have such materials printed together with expenses to be borne in accordance with Schedule B hereof. If requested by similar materials of other Account funding media that the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company any distributor will distribute to have prospectuses, SAIs, supplements and annual existing or semi-annual reports for the Contracts and the Fund printed together in a single document prospective Contract owners or posted on the Company’s web-site or printed individually by the Company if it so choosesparticipants. 3.2 The Fund’s 3.2. ING VPI's prospectus shall state that the current SAI for ING VPI is available from ING VPI, and ING VPI shall provide the Fund is availableSAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and ING VPI, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3 The Fund 3.3. ING VPI, at its expense, shall provide the Company with information regarding copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure Company shall reasonably require for use in any prospectus distribution to the Contract owners or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form providedparticipants. The Company shall provide prior written notice respond to requests for documents regarding ING VPI in a manner that is consistent with SEC rules, including, but not limited to, Item l(b) of any proposed modification of such informationForm N-lA, which notice will describe requires requested documents to be sent within three (3) business days from the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent date of the Fund, which consent shall not be unreasonably withheldrequest. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders3.4. The Company shall vote all ING VPI shares as required by law and the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Fund ING VPI shares held in its general any separate account in its each Company's own right, to the extent permitted by applicable lawslaw and the Mixed and Shared Funding Exemptive Order. The Company shall be responsible for assuring that each of its separate accounts participating in ING VPI calculates voting privileges in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 3.5. ING VPI will comply with all applicable provisions of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 4.1. At least annually, the Distributor shall provide the Company with as many printed copies of the a Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 4.2. If applicable state or federal laws or regulations require that the current SAI for a Fund be distributed to all Contract Owners, then the Fund is available. 3.3 The Fund and/or the Distributor shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 4.3. Each Fund and/or the Distributor shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expense to be borne in accordance with Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 4.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund’s expenses. It is also understood and agreed that, which except with respect to information may include regarding a table Fund, the Distributor, the Adviser or the Portfolios provided in writing by a Fund, the Distributor or the Advisor, neither the Fund, the Distributor nor Adviser are responsible for the content of fees and related narrative disclosure for use in any the prospectus or other descriptive document relating to a ContractSAI for the Contracts. 4.5. The Company agrees that it Each Funds or its designer will use such information substantially in its best efforts to provide the form provided. The Company shall provide prior written with 60 days’ notice of any proposed modification of such informationchange for a Fund or Portfolio, which notice will describe including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations or substitutions; (c) no action or exemptive requests granted by the manner in which SEC; (d) Fund and/or Portfolio name changes; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldCompany’s rights or obligations under this Agreement. 3.4 So long as, 4.6. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract Owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract Owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract Owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by an insurance company. The Company reserves the right to vote Fund Portfolio shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 4.7. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the applicable Fund and agreed to by the Company agree and the Fund. Each Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 4.8. Each Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular each Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as set forth each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then if and when applicable, 16(b). Further, each party to Fund will act in accordance with the Agreement represents and warrants that it complies with SEC’s interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. Subject to Section 6.1 and the Trust’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many printed copies of the Trust’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Prospectuses as the Company may reasonably request. The Trust shall bear the expenses of printing copies of the Trust’s Prospectuses: (i) if requested by Contract owners, for the Contracts that will be distributed to existing Contract owners and (ii) that are used in connection with expenses to be borne offering the Contracts issued by the Company. As required by, and in accordance with Schedule B hereof. If requested by with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Company represents and warrants that it, at the Trust’s expense, shall deliver the Trust’s summary prospectus, if used, to existing Contract owners and potential investors in lieu thereofa manner that satisfies all applicable legal requirements. 3.2. The Distributor (or the Trust), at its expense and upon request of the Fund Company, shall provide an electronic copy of the current SAI for the Trust free of charge to the Company for itself and so that the Company can print and deliver the SAI to any owner of a Contract who requests such documents SAI. 3.3. Within three (including 3) Business Days of receiving a print-ready PDF, request for a paper copy or an electronic copy of the documents in a format suitable for printing Trust statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and posting on the Company’s website, all as the Company may reasonably request) most recent annual and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for to shareholders under Rule 30e-1 of the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by 1940 Act (“Trust Documents”), the Company if shall send a paper copy or electronic copy, respectively, of any requested Trust Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Trust Document that it so chooseshas received from the Trust pursuant to Section 3.1 above. 3.2 3.4. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund Trust shall provide the Company with information regarding the FundTrust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, information and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldTrust. 3.4 So long as, and 3.5. The Trust hereby grants to the extent Company a non-exclusive, worldwide, royalty-free license for the SEC continues duration of the Agreement to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at create a hyperlink from the Company’s optionwebsite to the Trust’s website. Notwithstanding the foregoing, follow one the Trust shall be and remain solely responsible for ensuring that the statutory prospectuses, the summary prospectuses and other documents for the Designated Series, comply with Rule 498 and any applicable guidance received from the SEC or from the SEC staff thereunder. 3.6. The Trust at its expense, or at the expense of its designee, shall notify the Company of any intended proxy and provide the Company with copies of its proxy material in such quantity as the Company shall reasonably require. The Trust, on behalf of the two methods described below Company, shall deliver such documents to provide pass-through voting privileges to contract ownersContract owners in accordance with applicable laws. 3.7. The Trust, at its expense, shall: (ai) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather solicit voting instructions from Contract owners eligible to vote on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.matter; (bii) Solicit voting instructions from Contract holders itself and vote the Trust shares of the Portfolio in accordance with instructions received from such Contract holders. The Company shall owners; and (iii) vote the Trust shares of the Portfolios Contract owners eligible to vote for which no instructions have been received in the same proportion as Trust shares of the Portfolio Contract owners eligible to vote on such matter for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, so long as and to the extent permitted by applicable laws. 3.6 If that the Fund SEC continues to interpret the 1940 Act and/or relief and the Company agree interpretations thereunder to distribute Fund summary prospectuses to Contract require pass-through voting privileges for variable contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party or to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementextent otherwise required by law.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter, or its designee, shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“"SAI”"), supplements, proxy statements, and annual or and semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners. The Underwriter will contact the Company and request the total quantity of printed materials necessary for the Company to complete the required mailings to their Contract owners. If requested by the Company in lieu thereof, the Fund Underwriter shall provide such documents (including a printdigital files, Portable Document Format (PDF) or Hyper-ready PDF, or an electronic copy of the documents in a format suitable Text Markup Language (HTML) for printing and posting on the Company’s 's website, all as the Company may reasonably request) request and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund Funds printed together in a single document or posted on the Company’s 's web-site or printed individually by the Company if it so chooses.. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s Funds' prospectus shall state that the current SAI for the Fund is Funds are available. 3.3 3.3. The Fund Adviser shall provide upon request from the Company with information regarding the Fund’s Funds' expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior written consent of the FundFunds, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s 's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund Underwriter or its Transfer Agent or their agent in order to permit the Fund Underwriter or Transfer Agent, on behalf of Funds, to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund Underwriter or Transfer Agent as is reasonably necessary in order for the Fund Underwriter or Transfer Agent to properly tabulate votes for Fund proxies initiated proxiesby the Funds. In the event that the Company chooses this option, the Fund Underwriter or Transfer Agent shall be responsible for properly “"echo voting” " shares of a Designated Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Designated Portfolios for which no instructions have been received in the same proportion as shares of the Designated Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund Funds shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund Distributor shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundDistributor, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectuses as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Fund Adviser or Distributor shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information ("SAI") for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Distributor and/or the Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, and/or the Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Distributor and/or the Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table the Distributor, the Adviser or the Portfolios provided in writing or approved of fees and related narrative disclosure for use in any prospectus writing by the Distributor or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationAdviser, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of neither the Fund, which consent shall not be unreasonably withheldthe Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the applicable Fund policies. The Distributor or Adviser agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.7. The Distributor and the Adviser agree to cause the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as all provisions of the effective date of this Agreement1940 Act and regulations promulgated thereunder requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Underwriter shall provide provide, or cause to provide, the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio (for distribution to Contract owners with value allocated to such Designated Portfolios) as the Company may reasonably request, with expenses request to be borne in accordance with Schedule B hereofdeliver to existing Contract owners. If requested by the Company in lieu thereof, the Fund Underwriter shall provide provide, or cause to be provided, such documents (including a print“camera-ready PDFready” copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund Underwriter shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundUnderwriter, which consent shall not be unreasonably withheld. 3.4 3.4. The Underwriter will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act. 3.5. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, shall follow one of the two methods described procedures outlined below with respect to provide pass-through voting privileges to contract ownersFund initiated proxies: (a) Provide If the Company chooses to solicit Contract owners itself, it shall: (i) Solicit voting instructions from Contract owners; and (ii) Vote the shares in accordance with instructions received from such owners. If and to the extent permitted by law, the Company may vote Fund shares for which no instructions have been received in the same proportion as shares for which such instructions have been received from Contract owners. (b) If the Company chooses to work with the Fund’s proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Portfolio Fund as of the record date to the Fund or its agent in order to permit facilitate the Fund to send Fund’s solicitation material and gather of voting instructions from Contract owners on behalf of the Companyowners. The Company shall also provide such other information to the Fund or its agent as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this optionRegardless of which procedure is followed, the Fund shall Underwriter will pay, or cause to be responsible for properly “echo voting” shares paid, the expense associated with text composition, printing, mailing, distributing and tabulation of a Portfolio for which no proxy statements and voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holderssolicitation materials. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the Trust's current prospectus, current Statement of Additional Information (“SAI”), supplementsInformation, proxy statements, annual reports and annual or semi-semi annual reports of each Portfolio Fund listed on Schedule A (and no other Fund), and any supplements or amendments to any of the foregoing, as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereofof the foregoing printed documents, the Fund Trust shall provide such documents (including a printin camera-ready PDF, film or an electronic copy of the documents file in a format suitable for printing and posting on acceptable to the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus(es) for the Contracts Contracts, and the Fund Trust's prospectus, printed together in a single document or posted one document. Alternatively, the Company may print the Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. In such event, the Trust shall bear its pro rata share of printing expenses based on the Company’s web-site number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners. The cost of such documents shall be allocated in accordance with SCHEDULE E attached to this Agreement. The Company agrees to provide the Trust or printed individually its designee with such information as may be reasonably requested by the Company if it so choosesTrust to assure that the Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2 3.2. The Fund’s Trust's prospectus shall state that the current SAI Statement of Additional Information for the Fund Trust is availableavailable from the Distributor or the Company (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust). 3.3 The Fund 3.3. At its expense, the Trust shall provide the Company with information regarding copies of the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use Trust's proxy statements to shareholders in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in quantity as the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe reasonably require for distributing to Contract owners. Such delivery may be accomplished through electronic means subject to the manner in which standards prescribed by the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldSEC. 3.4 So long as, 3.4. If and to the extent required by law the Company shall: (i) distribute proxy materials applicable to the Funds to eligible Contract owners; (ii) solicit voting instructions from Contract owners; (iii) vote the Trust shares in accordance with instructions received from Contract owners; and (iv) vote Trust shares for which no instructions have been received in a particular separate account in the same proportion as Trust shares of such Fund for which instructions have been received in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund Trust shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.5. The Company shall be responsible for assuring that each of its separate accounts participating in the Fund Trust calculates voting privileges as required by the Shared Exemptive Order and consistent with any reasonable standards the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 Trust may adopt. 3.6. The Trust will comply with all provisions of the 1933 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, as set forth if and when applicable, 16(b). Further, the Trust will act in Schedule C accordance with the SEC's interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of trustees and applicable SEC guidance regarding with whatever rules the Rule Commission may promulgate with respect thereto. 3.7. If and during the time as the Trust engages in connection therewithactivities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and that it maintains policies (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and procedures reasonably designed to ensure that it can meet its obligations determine what action, if any, should be taken in connection with Fund summary prospectusesresponse to any such conflict. The parties agree to comply with Trust hereby notifies the terms included in the attached Schedule C as Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the effective date Funds to separate accounts funding Contracts of this Agreementunaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. Subject to Section 6.1 and the Trust’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many printed copies of the Trust’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Prospectuses as the Company may reasonably request. The Trust shall bear the expenses of printing copies of the Trust’s Prospectuses: (i) if requested by Contract owners, for the Contracts that will be distributed to existing Contract owners and (ii) that are used in connection with expenses to be borne offering the Contracts issued by the Company. As required by, and in accordance with Schedule B hereof. If requested by with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Company represents and warrants that it, at the Trust’s expense, shall deliver the Trust’s summary prospectus, if used, to existing Contract owners and potential investors in lieu thereofa manner that satisfies all applicable legal requirements. 3.2. The Distributor (or the Trust), at its expense and upon request of the Fund Company, shall provide an electronic copy of the current SAI for the Trust free of charge to the Company for itself and so that the Company can print and deliver the SAI to any owner of a Contract who requests such documents SAI. 3.3. Within three (including 3) Business Days of receiving a print-ready PDF, request for a paper copy or an electronic copy of the documents in a format suitable for printing Trust statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and posting on the Company’s website, all as the Company may reasonably request) most recent annual and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for to shareholders under Rule 30e-1 of the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by 1940 Act (“Trust Documents”), the Company if shall send a paper copy or electronic copy, respectively, of any requested Trust Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Trust Document that it so chooseshas received from the Trust pursuant to Section 3.1 above. 3.2 3.4. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund Trust shall provide the Company with information regarding the FundTrust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, information and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldTrust. 3.4 So long as, and 3.5. The Trust hereby grants to the extent Company a non-exclusive, worldwide, royalty-free license for the duration of the Agreement to create a hyperlink from the Company's website to the Trust's website. Notwithstanding the foregoing, the Trust shall be and remain solely responsible for ensuring that the statutory prospectuses, the summary prospectuses and other documents for the Designated Series, comply with Rule 498 and any applicable guidance received from the SEC continues to interpret or from the 1940 Act to require pass-through voting privileges for variable contract ownersSEC staff thereunder. 3.6. The Trust at its expense, or to at the extent otherwise required by lawexpense of its designee, shall notify the Company shallof any intended proxy and provide the Company with copies of its proxy material in such quantity as the Company shall reasonably require. The Trust, on behalf of the Company, shall deliver such documents to Contract owners in accordance with applicable laws. 3.7. The Trust, at the Company’s optionits expense, follow one of the two methods described below to provide pass-through voting privileges to contract ownersshall: (ai) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather solicit voting instructions from Contract owners eligible to vote on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.matter; (bii) Solicit voting instructions from Contract holders itself and vote the Trust shares of the Portfolio in accordance with instructions received from such Contract holders. The Company shall owners; and (iii) vote the Trust shares of the Portfolios Contract owners eligible to vote for which no instructions have been received in the same proportion as Trust shares of the Portfolio Contract owners eligible to vote on such matter for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, so long as and to the extent permitted by applicable laws. 3.6 If that the Fund SEC continues to interpret the 1940 Act and/or relief and the Company agree interpretations thereunder to distribute Fund summary prospectuses to Contract require pass-through voting privileges for variable contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party or to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementextent otherwise required by law.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Fund Adviser or the Distributor shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information ("SAI") for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Distributor and/or the Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Distributor and/or the Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table the Distributor, the Adviser or the Portfolios provided in writing or approved of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 Act, as set forth in Schedule C of Mixed and Shared Funding Exemptive Order that would have a material impact on this Agreement or on the parties' rights and obligations under this Agreement. 3.7. The Adviser and the Distributor represent and warrant that the Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, then each party and in particular the Fund will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC's interpretation of the requirements of Rule 498 Section 16 (a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. Subject to Section 7.1 and the Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 . The Company reserves shall be responsible for assuring that its Accounts participating in a Designated Portfolio calculates voting privileges as required by the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth provide in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementwriting.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, the Distributor and/or the Adviser shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table the Distributor, the Adviser or the Portfolios provided in writing or approved of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather solicit voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.owners; (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio shares held in the Accounts in accordance with instructions received from Contract holders. The Company shall owners; (c) vote Portfolio shares held in the shares of the Portfolios Accounts for which no instructions have been received in the same proportion as Portfolio shares of the Portfolio for which instructions have been received.received from Contract owners; 3.5 (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw; and (e) except with respect to matters as to which the Company has the right in connection with certain Contracts under Rule 6e-2 or Rule 6e-3(T) under the 1940 Act, to vote Portfolio shares without regard to voting instructions from Contract owners, neither the Company nor any of its affiliates will recommend action in connection with, or oppose or interfere with, the actions of the Fund Board to hold shareholder meetings for the purpose of obtaining approval or disapproval from shareholders (and, indirectly, from Contract owners) of matters put before the shareholders. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes or amendments of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents Mixed and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectusesShared Funding Exemptive Order. 3.7. The parties agree to Fund will comply with the terms included in the attached Schedule C as all provisions of the effective date of this Agreement1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders owners itself and vote shares of the Portfolio in accordance with instructions received from Contract holdersowners. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s 's prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially Participation Agreement Among Security Benefit Life Insurance Company, RidgeWorth Funds and RidgeWorth Capital Management, Inc. in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Trust shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Fund as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Trust shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund Trust printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The FundTrust’s prospectus shall state that the current SAI for the Fund Trust is available. 3.3 3.3. The Fund Trust shall provide the Company with information regarding the FundTrust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundTrust, which consent shall not be unreasonably withheld. 3.4 3.4. Pursuant to Rule 30e-3 under the Investment Company Act of 1940 (“Rule 30e-3”), the Company shall ensure that the following Trust materials are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete Fund holdings from reports containing a summary schedule of investments; and (iv) Fund holdings for most recent first and third fiscal quarters (items (i) through (iv) collectively, the “Required Materials”). To assist the Company in fulfilling its Rule 30e-3 obligations, the Trust shall send a .pdf file of the Required Materials to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than five business days before the date each time that the Required Materials are required to be posted by Rule 30e-3.. The Company shall provide a paper notice to Contract owners, fulfill ad hoc requests from Contract owners for a paper copy of any of the Required Materials, and fulfill Contract owner elections to receive future Trust shareholder reports in paper, all as required by Rule 30e-3. Contract owner elections to receive future Trust shareholder reports in paper shall be governed by Section 3.1. Rule 30e-3 expenses shall be borne in accordance with Schedule B hereto. 3.5. The Company shall host and maintain the websites specified in paragraph (j)(1)(iii) of Rule 498A under the 1933 Act (“Rule 498A”), so that the following documents (collectively, “Trust Documents”) are publicly accessible, free of charge, at those websites, in accordance with the conditions set forth in that paragraph, provided that the Trust and Adviser fulfill their obligations herein: (1) summary prospectus for the Funds; (2) statutory prospectus for the Funds; (3) statement of additional information (“SAI”) for the Funds; and (4) most recent annual and semi-annual reports to shareholders (under Rule 30e-1 under the 1940 Act) for the Funds. The Trust shall send a .pdf file of the Trust Documents to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than five business days prior to May 1. The Trust shall provide updated versions of the Trust Documents as necessary. Rule 498A expenses shall be borne in accordance with Schedule B hereto. The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. The Trust shall ensure that a summary prospectus is used for each Trust, in accordance with paragraph (j)(1)(ii) of Rule 498A. Upon request by the Company, the Trust shall provide such data regarding each Fund’s expense ratios and investment performance to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Fund expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Contracts (and as otherwise reasonably requested by the Company): (a) the gross “Annual Fund Company Expenses” for each Fund, calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6); and (b) the net “Annual Fund Company Expenses” (aka “Total Annual Trust Operating Expenses”) for each Fund, calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4 and (ii) Instruction 4 to Item 17 of Form N-4, and (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Fund (or Trust); and (c) the “Average Annual Total Returns” for each Fund (before taxes), calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6). 3.6. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio Fund as of the record date to the Fund Trust or its agent in order to permit the Fund Trust to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund Trust as is reasonably necessary in order for the Fund Trust to properly tabulate votes for Fund Trust initiated proxies. In the event that the Company chooses this option, the Fund Trust shall be responsible for properly “echo voting” shares of a Portfolio Fund for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders owners itself and vote shares of the Portfolio Fund in accordance with instructions received from Contract holdersowners. The Company shall vote the shares of the Portfolios Funds for which no instructions have been received in the same proportion as shares of the Portfolio Fund for which instructions have been received. 3.5 3.7. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.8. If the Fund Trust and the Company agree to distribute Fund Trust summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund Trust summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Distributor shall provide the Company at the Company's expense, with as many printed copies of the Trust's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Trust shall provide provide, at the Trust's expense, such documents (documentation including a print-ready PDF, or an electronic final copy of a current prospectus set in type, a computer disc or other medium agreed to by the documents in a format suitable for printing parties and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectusesprint the prospectus annually (or more frequently if the Trust's prospectus is amended more frequently), SAIs, supplements and annual or semi-annual reports in which case the Trust shall reimburse the Company for the Contracts cost of printing and distributing such prospectus to existing Contract owners or participants. The Company shall bear the Fund printed together in a single document cost of printing and distributing such prospectus to prospective Contract owners or posted on the Company’s web-site or printed individually by the Company if it so choosesparticipants. 3.2 The Fund’s Trust's prospectus shall state that the current SAI statement of additional information for the Fund Trust is availableavailable from the Distributor (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust). 3.3 The Fund Trust, at its expense, shall provide the Company with information regarding copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Fund’s expensesCompany shall reasonably require. If requested by the Company in lieu thereof, the Trust shall provide, at the Trust's expense, such documentation, including final copies of current reports to shareholders and other communications to shareholders set in type, or a computer disc or in another medium agreed to by the parties and other assistance as is reasonably necessary in order for the Company to print the reports to shareholders and other communications to shareholders, in which information may include a table case the Trust shall reimburse the Company for the cost of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contractprinting such materials. The Company agrees that it will use such information substantially in Trust shall bear the form provided. The Company shall provide prior written notice cost of any proposed modification of such informationdistributing proxy material, which notice will describe the manner in which the Company proposes reports to modify the information, shareholders and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldother communications to existing Contract owners or participants. 3.4 So The Trust hereby notifies the Company that it is appropriate to include in the prospectuses pursuant to which the Contracts are offered disclosure cross-referencing the discussion in the Trust's prospectus on the potential risks of mixed and shared funding. 3.5 To the extent required by law the Company shall: (a) assist in the solicitation of voting instructions from Contract owners or participants; (b) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (c) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as, as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund Trust shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 The Trust will comply with all provisions of the 1933 Act1940 Act requiring voting by shareholders, as set forth and in Schedule C of this Agreementparticular, then each party the Trust will either provide for annual meetings (except to the Agreement represents extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the 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 warrants that it complies when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of Trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information ("SAI") for the Fund is available. 3.3 The be distributed to all Contract owners, then the Fund and/or the Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund and/or the Distributor shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party specifically for use in the prospectus or SAI of the Fund, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table the Distributor, the Adviser or the Portfolios provided in writing or approved of fees and related narrative disclosure in writing by the Fund or the Distributor specifically for use in any therein, neither the Fund nor the Distributor are responsible for the content of the prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in SAI for the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContracts. 3.4 3.5. So long as, as and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Fund will act in Schedule C accordance with the SEC's interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16 (a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, an Adviser or Distributor shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B A hereof. If requested by the Company in lieu thereof, an Adviser, a Distributor or the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information ("SAI") for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, a Distributor and/or an Adviser shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. An Adviser, a Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, a Distributor and/or an Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use the Distributors, the Advisers or the Portfolios provided in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withhelda Distributor or an Adviser, neither the Fund, the Distributors nor the Advisers are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 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 (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as set forth the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then each party to if and when applicable, 16(b). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC's interpretation of the requirements of Rule 498 Section 16 (a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Distributor shall provide the Company (at the Company's expense) with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents new Prospectus as set in a format suitable for printing and posting on type at the Fund's expense - in lieu thereof, such final copy may be provided, if requested by the Company’s website, all as the Company may reasonably requestelectronically or through camera ready film) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently, if the Prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts each Contract and the Fund Fund's Prospectus printed together in a single one document or posted on (such printing to be at the Company’s web-site or printed individually by the Company if it so chooses's expense). 3.2 The Fund’s prospectus 's Prospectus shall state that the current SAI Statement of Additional Information for the Fund is availableavailable from the Distributor (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund Fund, at its expense, shall provide the Company with information regarding copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes reasonably require for distributing to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContract owners. 3.4 So long as, If and to the extent the SEC continues to interpret required by the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, other applicable law the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather solicit voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.owners; (b) Solicit voting instructions from Contract holders itself and vote Fund shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall owners; and vote the Fund shares of the Portfolios for which no instructions have been received in the same proportion as Fund shares of the such Portfolio for which instructions have been received. 3.5 . The Company reserves the right to vote Fund shares held in its general any segregated asset account in its own right, to the extent permitted by applicable laws.law. Each 3.6 If the 3.5 The Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 will comply with all provisions of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.1940 Act requiring voting by shareholders

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Distributor shall provide the Company Company, at the Company's expense, with as many printed copies of the Trust's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Trust shall provide provide, at the Trust's expense, such documents (documentation including a print-ready PDF, or an electronic final copy of a current prospectus set in type, a computer disc or other medium agreed to by the documents in a format suitable for printing parties and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectusesprint the prospectus annually (or more frequently if the Trust's prospectus is amended more frequently), SAIs, supplements and annual or semi-annual reports in which case the Trust shall reimburse the Company for the Contracts cost of printing and distributing such prospectus to existing Contract owners or participants. The Company shall bear the Fund printed together in a single document cost of printing and distributing such prospectus to prospective Contract owners or posted on the Company’s web-site or printed individually by the Company if it so choosesparticipants. 3.2 The Fund’s Trust's prospectus shall state that the current SAI statement of additional information for the Fund Trust is availableavailable from the Distributor (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust). 3.3 The Fund Trust, at its expense, shall provide the Company with information regarding copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Fund’s expensesCompany shall reasonably require. If requested by the Company in lieu thereof, the Trust shall provide, at the Trust's expense, such documentation, including final copies of current reports to shareholders and other communications to shareholders set in type, or a computer disc or in another medium agreed to by the parties and other assistance as is reasonably necessary in order for the Company to print the reports to shareholders and other communications to shareholders, in which information may include a table case the Trust shall reimburse the Company for the cost of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contractprinting such materials. The Company agrees that it will use such information substantially in Trust shall bear the form provided. The Company shall provide prior written notice cost of any proposed modification of such informationdistributing proxy material, which notice will describe the manner in which the Company proposes reports to modify the information, shareholders and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldother communications to existing Contract owners or participants. 3.4 So The Trust hereby notifies the Company that it is appropriate to include in the prospectuses pursuant to which the Contracts are offered disclosure cross-referencing the discussion in the Trust's prospectus on the potential risks of mixed and shared funding. 3.5 To the extent required by law the Company shall: (a) assist in the solicitation of voting instructions from Contract owners or participants; (b) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (c) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as, as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund Trust shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 The Trust will comply with all provisions of the 1933 Act1940 Act requiring voting by shareholders, as set forth and in Schedule C of this Agreementparticular, then each party the Trust will either provide for annual meetings (except to the Agreement represents extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the 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 warrants that it complies when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of Trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B A hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document one document. Exhibit (e)(1) 3.2. If applicable state or posted on the Company’s web-site federal laws or printed individually by the Company if it so chooses. 3.2 The Fund’s prospectus shall state regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company with copies of the Fund’s SAI in such quantities, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus the Distributor, the Adviser or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of Portfolios provided by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies, as directed by the Fund. The Fund agrees to promptly notify the Company of any changes to the Mixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund and will either provide for annual meetings (except insofar as Exhibit (e)(1) the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 SEC may interpret Section 16 of the 1933 Act1940 Act not to require such meetings) or, as set forth the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then each party to if and when applicable, 16(b). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC’s interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Fund Adviser or the Distributor shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Distributor and/or the Adviser shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Distributor and/or the Adviser shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table the Distributor, the Adviser or the Portfolios provided in writing or approved of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 Act, as set forth in Schedule C of Mixed and Shared Funding Exemptive Order that would have a material impact on this Agreement or on the parties’ rights and obligations under this Agreement. 3.7. The Adviser and the Distributor represent and warrant that the Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, then each party and in particular the Fund will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC’s interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Trust shall provide the Company with (at Company’s expense) in portable document format (i.e. PDF) only (or other electronic format as many printed copies of agreed to by the Distributor and the Company) the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Fund as the Company may reasonably requestrequest for distribution to prospective purchasers of Contracts, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Trust or its designee shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) documentation and such other assistance as is reasonably necessary in order for the Company parties hereto once a year (or more frequently if the prospectus for the Trust is supplemented or amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Fund prospectus for the Trust and any other funds offered as investments for the Contracts printed together in a single document or posted on at the Company’s web-site or printed individually expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such documentation has been furnished to the Company if or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Trust documentation after it so chooseshas been furnished to the Company or its designee. 3.2 3.2. The FundTrust’s prospectus shall state that the current SAI for the Fund Funds is available. 3.3 3.3. The Fund shall upon reasonable request provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders owners itself and vote shares of the Portfolio Fund in accordance with instructions received from Contract holdersowners. The Company shall vote the shares of the Portfolios Funds for which no instructions have been received in the same proportion as shares of the Portfolio Fund for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund Trust and the Company agree to distribute Fund Trust summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company and Schwab with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus, current Statement of Additional Information summary prospectus (as such term is defined in Rule 498 under the 1933 Act or any successor provision) (“SAIFund Summary Prospectus”), supplementsand any supplements thereto, proxy statements, and annual or semi-annual reports of for each Designated Portfolio as the Company may reasonably request, with expenses request for distribution to be borne in accordance with Schedule B hereofContract owners. If requested by the Company in lieu thereofor Schwab, the Fund or Distributor shall provide such documents documentation (including a printcamera-ready PDFcopy of the Fund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of the documents in a format suitable for printing and posting on the Company’s websitedocuments, all as the Company and Schwab may reasonably request) and such other assistance as is reasonably necessary in order for the Company and Schwab once each year (or more frequently if the such prospectuses are amended) to have prospectusesthe Fund’s Prospectus or Fund Summary Prospectus printed, SAIsas the case may be, supplements and annual to the extent permitted by applicable law or semi-annual reports other applicable guidance received from the SEC, including Rule 498, or posted on a website maintained by or for the Contracts Company or Schwab. Expenses associated with providing such documentation shall be allocated in accordance with Schedule C hereto. Notwithstanding anything herein to the contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by specified date as mutually agreed upon by the Fund and the Company. (i) The Fund printed together in shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. (ii) The Company shall be permitted, but not required, to post a single document or posted copy of the Fund’s statutory prospectuses on the Company’s web-site website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498. 3.2. If applicable laws require that the Statement of Additional Information (“SAI”) for the Fund be distributed to all Contract owners, then the Fund or Distributor, as appropriate, shall provide the Company with copies of the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company). 3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed individually copies of the Fund’s proxy material, reports to stockholders, and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company if it so choosesor Schwab, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 (i) The Fund shall provide the Company with information regarding printed copies of Fund annual and semiannual reports in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such informationreasonably require for distributing to Contract owners, which notice will describe the manner with expenses to be borne in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldaccordance with Schedule C hereto. 3.4 So long as, 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.contract

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 4.1. At least annually, the Distributor shall provide the Company with as many printed copies of the a Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the Prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 4.2. If applicable state or federal laws or regulations require that the current SAI for a Fund be distributed to all Contract Owners, then the Fund is available. 3.3 The Fund and/or the Distributor shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 4.3. Each Fund and/or the Distributor shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 4.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the Prospectus or SAI for a Fund’s expenses. It is also understood and agreed that, which except with respect to information may include regarding a table Fund, the Distributor, the Adviser or the Portfolios provided in writing by a Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of fees and related narrative disclosure for use in any the prospectus or other descriptive document relating to a ContractSAI for the Contracts. 4.5. The Company agrees that it Each Fund or its designee will use such information substantially in its best efforts to provide the form provided. The Company shall provide prior written with 90 days’ notice of any proposed modification of such informationchange for a Fund or Portfolio, which notice will describe including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations or substitutions; (c) no action or exemptive requests granted by the manner in which the Company proposes to modify the informationSEC; (d) Fund and/or Portfolio name changes; (e) Fund or Portfolio adviser, and agrees sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at affect the Company’s option, follow one rights or obligations under this Agreement. 4.6. In the event of a proxy solicitation the two methods described below to provide pass-through voting privileges to contract ownersFund at its expense shall: (a) Provide a list of mail the proxy materials to Contract owners with value allocated Owners and tabulate the results. In order to a Portfolio as of assist the record date Fund in the process, the Insurance Company will provide to the Fund or its agent in order to permit designated representative, at the Insurance Company’s own expense, adequate electronic files so that the Fund to send solicitation material and gather voting instructions from may make proper solicitations of Contract owners on behalf of the CompanyOwners. The Company shall also provide such other information to electronic files will be in a mutually acceptable format and will contain Contract Owner information, mailing information, and the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” numbers of shares of a Portfolio for each applicable Fund in which no voting instructions have been receivedeach Contract Owner has an interest on the record date. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the Trust’s current prospectus, current Statement of Additional Information (“SAI”), supplementsInformation, proxy statements, annual reports and annual or semi-semi annual reports of each Portfolio Fund listed on Schedule A (and no other Fund), and any supplements or amendments to any of the foregoing, as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereofof the foregoing printed documents, the Fund Trust shall provide such documents (including a printin camera-ready PDF, film or an electronic copy of the documents file in a format suitable for printing and posting on acceptable to the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus(es) for the Contracts Contracts, and the Fund Trust’s prospectus, printed together in a single one document or posted Alternatively, the Company may print the Trust’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. In such event, the Trust shall bear its pro rata share of printing expenses based on the Company’s web-site number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners. The cost of such documents shall be allocated in accordance with Schedule E attached to this Agreement. The Company agrees to provide the Trust or printed individually its designee with such information as may be reasonably requested by the Company if it so choosesTrust to assure that die Trust’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information Other than those actually distributed to existing owners of the Contracts. 3.2 3.2. The FundTrust’s prospectus shall state that the current SAI Statement of Additional Information for the Fund Trust is availableavailable from the Distributor or the Company (or in the Trust’s discretion, the Prospectus shall state that such Statement is available from the Trust). 3.3 The Fund 3.3. At its expense, the Trust shall provide the Company with information regarding copies of the FundTrust’s expenses, which information may include a table of fees and related narrative disclosure for use proxy statements to shareholders in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in quantity as the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe reasonably require for distributing to Contract owners. Such delivery may be accomplished through electronic means subject to the manner in which standards prescribed by the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldSEC. 3.4 So long as, 3.4. If and to the extent required by law the SEC Company shall: (i) distribute proxy materials applicable to the Funds to eligible Contract owners; (ii) solicit voting instructions from Contract owners; (iii) vote the Trust shares in accordance with instructions received from Contract owners; and (iv) vote Trust shares for which no instructions have been received in a particular separate account in the same proportion as Trust shares of such Fund for which instructions have been received in that separate account, so long as and to the extent that the SBC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund Trust shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.5. The Company shall be responsible for assuring that each of its separate accounts participating in the Fund Trust calculates voting privileges as required by the Shared Exemptive Order and consistent with any reasonable standards the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 Trust may adopt. 3.6. The Trust will comply with all provisions of the 1933 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, as set forth if and when applicable, 16(b). Further, the Trust will act in Schedule C accordance with the SBC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of trustees and applicable SEC guidance regarding with whatever rules the Rule Commission may promulgate with respect thereto. 3.7. If and during the time as the Trust engages in connection therewithactivities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and that it maintains policies (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and procedures reasonably designed to ensure that it can meet its obligations determine what action, if any, should be taken in connection with Fund summary prospectusesresponse to any such conflict. The parties agree to comply with Trust hereby notifies the terms included in the attached Schedule C as Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the effective date Funds to separate accounts funding Contracts of this Agreementunaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1 The he Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement. 3.7 The Fund hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of mixed and shared funding.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The be distributed to all Contract owners, then the Fund and/or Distributor shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund and/or Distributor shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use the Distributor, the Adviser or the Portfolios provided in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of writing by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Fund will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser or Distributor shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B A hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document one document. Exhibit (e)(2) 3.2. If applicable state or posted on the Company’s web-site federal laws or printed individually by the Company if it so chooses. 3.2 The Fund’s prospectus shall state regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company with copies of the Fund’s SAI in such quantities, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus the Distributor, the Adviser or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of Portfolios provided by the Fund, which consent shall not be unreasonably withheldthe Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies, as directed by the Fund. The Fund agrees to promptly notify the Company of any changes to the Mixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund and will either provide for annual meetings (except insofar as Exhibit (e)(2) the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 SEC may interpret Section 16 of the 1933 Act1940 Act not to require such meetings) or, as set forth the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then each party to if and when applicable, 16(b). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC’s interpretation of the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio (for distribution to Contract owners with value allocated to such Portfolios) as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 The Fund Distributor shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the FundDistributor, which consent shall not be unreasonably withheld. 3.4 3.3. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund Distributor or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund Distributor as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.5. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.6. If the Fund Distributor and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 3.1. The Fund shall provide the Company with as many printed copies of the (a) current prospectussummary prospectus for the Portfolios, (b) current statutory prospectus for the Portfolios, (c) current Statement of Additional Information (“SAISAI”)for the Portfolios, (d) prospectus supplements for the Portfolios, and (e) annual and semi-annual shareholder reports for each Portfolio and each class of each Portfolio (to facilitate compliance with the requirements of Item 27A of Form N1-A) (“Tailored Shareholder Reports”) ((a) through (e) collectively, the “Fund Documents”), supplements, and proxy statements, and annual or semi-annual reports of each Portfolio statements for the Portfolios as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents the Fund Documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports the Fund Documents for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. 3.2 3.2. The Fund’s prospectus shall state that the current SAI for the Fund is available. 3.3 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 3.4. The Company shall host and maintain the website(s) specified in paragraph (j)(1)(iii) of Rule 498A under the 1933 Act (“Rule 498A”), so that the Fund Documents are publicly accessible, free of charge, at the website(s), in accordance with the conditions set forth in that paragraph, provided that the Fund and Adviser fulfill their obligations herein. The Fund shall transmit a .pdf file of the Fund Documents to the Company’s third-party website hosting vendor using the e-mail address specified in Schedule D hereto, which e-mail address may be changed by the Company upon written notice to the Fund, and the Fund shall ensure that the Fund Documents comply with the PDF Submission Requirements set forth in Schedule D hereto. The Fund shall transmit the Fund Documents as soon as practicable after filing with the SEC but no later than fifty-five (55) days after the close of the period for which the Fund Documents are being made. The Fund shall provide updated versions of the Fund Documents as necessary. Rule 498A expenses shall be borne in accordance with Schedule B hereto. The Fund shall be responsible for ensuring that the Fund Documents (a) meet the applicable standards of the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1940 Act, and all rules and regulations under those Acts (including Form N-1A requirements); (b) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (c) comply with the PDF Submission Requirements set forth in Schedule D hereto; and (d) contain appropriate links and adjustments (include code level adjustments) reasonably designed to comply with the “Web Content Accessibility Guidelines” created by the World Wide Web Consortium (WCAG) 2.1, Level AA (including compatibility with, and for, “screen reader tools” commonly used by the visually impaired). The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. The Fund shall ensure that a summary prospectus is used for each Fund, in accordance with paragraph (j)(1)(ii) of Rule 498A. Upon request by the Company, the Fund shall provide such data regarding each Portfolio’s expense ratios and investment performance to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Fund shall provide the following Portfolio expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Contracts (and as otherwise reasonably requested by the Company): (a) the gross “Annual Portfolio Company Expenses” for each Portfolio, calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6); and (b) the net “Annual Portfolio Company Expenses” (aka “Total Annual Fund Operating Expenses”) for each Portfolio, calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4 and (ii) Instruction 4 to Item 17 of Form N-4, and (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Portfolio (or Fund); and (c) the “Average Annual Total Returns” for each Portfolio (before taxes), calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1-, 5-, and 10-year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18of Form N-6); and (d) the name of the investment adviser(s) and sub-adviser(s) of each Portfolio, if any. 3.5. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 3.6. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws. 3.6 3.7. If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Distributor shall provide the Company with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Distributor or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in one document. The Fund hereby notifies Company that it may be appropriate to include in the prospectus to which a single document or posted on Contract is offered disclosure regarding the Company’s web-site or printed individually by the Company if it so choosespotential risk of Mixed and Shared Funding. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information ("SAI") for the Fund is available. 3.3 The Fund be distributed to all Contract owners, then the Fund, and/or Distributor shall provide the Company with copies of the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund and/or the Distributor shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table the Distributor, or the Portfolios provided in writing or approved of fees and related narrative disclosure in writing by the Fund or the Distributor, neither the Fund nor the Distributor is responsible for use in any the content of the prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in SAI for the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 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 (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as set forth the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Schedule C Section 16(c) of this Agreementthat Act) as well as with Sections 16(a) and, then each party to if and when applicable, 16(b). Further, the Agreement represents and warrants that it complies Fund will act in accordance with the SEC's interpretation of the requirements of Rule 498 Section 16 (a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund 3.1. At least annually, the Adviser shall provide the Company with as many printed copies of the Fund’s current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B C hereof. If requested by the Company in lieu thereof, the Adviser or Fund shall provide such documents documentation (including a print-ready PDF, or an electronic copy version of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably requestcurrent prospectus) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts and the prospectus for the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so choosesone document. 3.2 The Fund’s prospectus shall 3.2. If applicable state or federal laws or regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is available. 3.3 The be distributed to all Contract owners, then the Fund and/or the Adviser shall provide the Company with copies of the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund. 3.3. The Fund and/or Adviser shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund’s expenses, which information may include a table the Distributor, the Adviser or the Portfolios provided in writing by the Fund or the Adviser, neither the Fund nor Adviser are responsible for the content of fees and related narrative disclosure for use in any the prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in SAI for the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContracts. 3.4 So long as, 3.5. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received 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 shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:; and (ad) Provide a list of Contract owners with value allocated to a vote Portfolio as of the record date to the Fund shares held in its general account or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received otherwise in the same proportion as Portfolio shares of the Portfolio for which instructions have been received. 3.5 received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawslaw. 3.6 If 3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company agree and the Fund. The Fund agrees to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 promptly notify the Company of any changes of interpretations or amendments of the 1933 ActMixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, as set forth the Fund will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of directors or trustees and applicable with whatever rules the SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Distributor shall provide the Company (at the Company's expense) with as many printed copies of the Fund's current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio Prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents documentation (including a print-ready PDF, or an electronic final copy of the documents new Prospectus as set in a format suitable for printing and posting on type at the Fund's expense - in lieu thereof, such final copy may be provided, if requested by the Company’s website, all as the Company may reasonably requestelectronically or through camera ready film) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently, if the Prospectus for the Fund is amended during the year) to have prospectuses, SAIs, supplements and annual or semi-annual reports the prospectus for the Contracts each Contract and the Fund Fund's Prospectus printed together in a single document or posted on one document, (such printing to be at the Company’s web-site or printed individually by the Company if it so chooses's expense). 3.2 The Fund’s prospectus 's Prospectus shall state that the current SAI Statement of Additional Information for the Fund is availableavailable from the Distributor (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Distributor (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund Fund, at its expense, shall provide the Company with information regarding copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes reasonably require for distributing to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheldContract owners. 3.4 So long as, If and to the extent the SEC continues to interpret required by the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, other applicable law the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather solicit voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.owners; (b) Solicit voting instructions from Contract holders itself and vote Fund shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall owners; and vote the Fund shares of the Portfolios for which no instructions have been received in the same proportion as Fund shares of the such Portfolio for which instructions have been received. 3.5 . The Company reserves the right to vote Fund shares held in its general any segregated asset account in its own right, to the extent permitted by applicable lawslaw. Each Participating Insurance Company shall be responsible for assuring that each of its separate accounts participating in the Fund calculates voting privileges in a manner consistent with this Section. 3.6 If the 3.5 The Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 will comply with all provisions of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement1940 Act requiring voting by shareholders.

Prospectuses and Proxy Statements; Voting. 3.1 The Fund Trust shall provide such documentation (including sufficient paper copies, at the Underwriter’s expense, and a camera-ready copy of its summary prospectus and statutory prospectus) to the Company with as many printed copies of once each year (or more frequently if the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual summary prospectus or semi-annual reports of each Portfolio as statutory prospectus for the Trust is amended) that the Company may reasonably requestrequest for marketing purposes (including distribution to customers with respect to new sales of a Contract) and for distribution to Contract owners. If reasonably requested by the Company, the Underwriter shall (1) provide such documentation in a format that it reasonably believes is compliant with expenses to be borne American with Disabilities Act Standards for Accessible Design (“ADA compliant”) and is in an electronic format that it reasonably believes is suitable for website posting in accordance with Schedule B hereof. If requested by the Company parameters of Rule 498A under the 1940 Act, suitable for being sent to the financial printer, capable of being printed on paper and capable of being permanently retained free of charge in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing format; and posting on the Company’s website, all as the Company may reasonably request(2) and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the such prospectuses are amended) to have prospectusesthe summary prospectus and statutory prospectus printed, SAIsas the case may be, supplements and annual to the extent permitted by applicable law or semi-annual reports for other applicable guidance received from the Contracts and the Fund printed together in a single document SEC, or posted on a website maintained by or for the Company’s web-site or printed individually . Expenses associated with providing, printing and distributing such documentation shall be paid by the Underwriter. The Underwriter shall provide the summary and statutory prospectuses and the Trust’s full Statement of Additional Information (the “Statement”) by specified date as mutually agreed upon by the Underwriter and the Company if it so choosesbut no later than 7 business days prior to May 1 of each year. 3.2 The FundTrust’s prospectus Prospectus shall state that the current SAI Statement for the Fund Trust is availableavailable from the Underwriter or its designee (or in the Trust’s discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. If reasonably requested by the Company, the Underwriter, at its expense, shall provide an ADA compliant electronic copy of the Statement in a format suitable for being printed or for posting on an internet website maintained by or on behalf of the Company. 3.3 The Fund Trust, at its expense, shall provide the Company with information regarding copies of its annual and semiannual reports to shareholders on a timely basis for mailing and posting pursuant to the Fund’s expensesrelevant securities laws, which information may include a table but in no event later than the 57th day after the relevant reporting period ends, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners, such distribution to be at the expense of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contractthe Underwriter. The Underwriter agrees to provide the Company agrees on a semi-annual basis with sufficient paper copies of the annual and semiannual reports as are reasonably requested by the Company so that it will use the Company can fulfill Contract owner requests for such information substantially in documents within 3 business days as required by the form provided1940 Act. The Company If reasonably requested by the Company, the Underwriter, at its expense, shall provide prior written notice of any proposed modification an ADA compliant electronic copy of such information, which notice will describe the manner documentation in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges a format suitable for variable contract owners, printing or to the extent otherwise required for posting on an internet website maintained by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. 3.4 The Company shall vote all Trust shares as required by law and the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. 3.5 Shared Funding Exemptive Order. The Company reserves the right to vote Fund Trust shares held in its general any separate account in its own right, to the extent permitted by applicable lawslaw and the Shared Funding Exemptive Order. The Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order. 3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 3.5 The Trust will comply with all applicable provisions of the 1933 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, as set forth if and when applicable, 16(b). Further, the Trust will act in Schedule C accordance with the SEC’s interpretation of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 Section 16(a) with respect to periodic elections of trustees and applicable SEC guidance regarding with whatever rules the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection Commission may promulgate with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreementrespect thereto.