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

Prospectuses and Proxy Statements; Voting. 4.1. 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 Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, 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. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.3. The Distributor shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.5. 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund (for distribution to Contract owners with value allocated to such Designated Funds) Portfolio as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "cameraprint-ready" copy of such documents as set in type, a diskette in the form sent to the financial printerready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company's web-site’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. 3.2. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. The In the event that the Company reserves chooses this option, the right to vote Fund shall be responsible for properly “echo voting” shares held in its general account in its own right, to the extent permitted by applicable lawsof a Portfolio for which no voting instructions have been received. 4.6(b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company represents and warrants that shall vote the shares of the Portfolios for which no instructions have been received in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, same proportion as shares of the Company will promptly post such supplement with the prospectusPortfolio for which instructions have been received.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Fund shall provide bear the Company costs of preparing, filing with as many printed copies of the current SEC, and setting for printing the Fund's prospectus, current Statement of Additional Information ("SAI"), supplementsincluding any amendments or supplements thereto, periodic reports to shareholders, Fund proxy statementsmaterial and other shareholder communications (collectively, the "Fund Materials"), and annual or semi-annual reports of each Designated the Fund (for distribution will provide to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request a camera-ready or other formatted copy of all Fund Materials. It is understood and agreed that the Company is not responsible for the content of the Fund Materials, except to the extent that statements in the Fund Materials 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 by the Fund, the Distributor or the Adviser, the Portfolios, the Fund, the Distributor and the Adviser shall not be responsible for the content of the prospectus, SAI or disclosure statement for the Contracts or non-affiliated funds. 3.2. The Company shall print in quantity and deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, 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 owners 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. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.3. The Distributor shall provide the Company with information regarding each 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 providedMaterials. The Company shall provide prior written notice bear the costs of any proposed modification printing the Fund Materials for existing Contract owners and the costs of such informationdelivering the Fund Materials to existing Contract owners. 3.3. The Company shall print in quantity and deliver to prospective Contract owners the Fund prospectus and, which notice will describe if requested, the manner in which SAI for the Fund. For Class 1 Shares, the Company proposes to modify shall bear the informationcosts of printing the Fund Materials for prospective Contract owners, whereas for Class 2 Shares, Class 3 Shares, and agrees that it may not modify Class 4 Shares, the Fund shall bear such information costs as provided for in any way without the prior consent Distribution and Service Plan for each class. The Company shall bear the costs of delivering the Fund, which consent shall not be unreasonably withheldFund Materials to prospective contract owners. 4.43.4. The Distributor Company, at its expense, will pay or cause distribute proxy material, reports and other communications to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to existing Contract owners with respect to proxies related to and tabulate the Fund, consistent with applicable provisions of the 1940 Act. 4.5votes. So long as, If and to the extent required by law, the Company will: (a) solicit voting instructions from Contract owners; (b) vote the Shares of each Portfolio held in the Accounts in accordance with instructions received from Contract owners; and (c) vote Shares of each Portfolio held in the Accounts for which no timely instructions have been received, as well as Shares it owns, in the same proportion as Shares of each such Portfolio for which instructions have been received from the Contract owners; in each case, for 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 lawowners of Contracts listed on Schedule 4. Except as set forth above, the Company shall provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to vote Fund shares Shares held in its general any account in its own right, to the extent permitted by applicable laws. 4.6law. The Company represents will be responsible for assuring that each Account calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and warrants that Shared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any timeparticular, the Company Fund will promptly post such supplement act in accordance with the prospectusSEC's interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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 Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 4.43.4. The Distributor Fund 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. 4.53.5. So In the event a meeting of shareholders of the Fund (or any Designated Portfolio) is called by the Trustees, the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; (iii) vote the Portfolio(s) shares held in the Account for which no instructions have been received, in the same proportion as Portfolio(s) shares for which instructions have been received from Contract owners, 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 ; and (iv) take responsibility for assuring that the Accounts calculate voting privileges in a manner consistent with other Participating Insurance Companies. The Fund and Adviser agree to the extent otherwise required by law, assist the Company and the other Participating Insurance Companies in carrying out this responsibility. 3.6. The Fund and the Adviser shall provide a list of Contract owners the Company with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. The Company shall also provide such other information to the Fund much notice as is reasonably necessary in order possible under the circumstances of any prospectus stickers or supplements for the Fund to properly tabulate votes for Fund initiated proxies. The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable lawsa Designated Portfolio. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 the Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) Portfolios listed on Schedule B as the Company may reasonably request to deliver request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus 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 that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents documentation (including a "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic final copy of the documents in a format suitable for posting new prospectus on diskette at the CompanyFund's web-site, all as the Company may reasonably requestor 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 for existing Contract owners to be at the Fund's or posted on the CompanyUnderwriter's web-site or printed individually by the Company if it so choosesexpense). 3.2. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each 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. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 3.4. The Fund, 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. 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. 4.4. The Distributor 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. 4.5. 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 will vote Shares held in any segregated asset account in the Company shall provide a list same proportion as Shares of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of such portfolio for which voting instructions have been received from Contract owners. 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Trust shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.23.2. Each FundThe Trust's prospectus shall state that the current SAI for the Fund Trust is available. 4.33.3. The Distributor Trust shall provide the Company with information regarding each Fundthe Trust'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. 4.43.4. The Distributor Trust 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 FundTrust, consistent with applicable provisions of the 1940 Act. 4.53.5. 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 provide a list of Contract owners with value allocated to a Designated Fund Portfolio as of the record date to the Fund Trust or its agent in order to facilitate the FundTrust's solicitation of voting instructions from Contract ownersowners 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. 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 laws. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.16.1. The 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, all Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B hereof. If requested by the Company, the Distributor or Fund shall provide such documentation (including an electronic version of the current 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. 6.2. If applicable state or posted on the Company's web-site federal laws 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. 4.2. Each Fund's prospectus shall state regulations require that the current SAI for the Fund is available. 4.3. The be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with information regarding each 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 copies of the Fund's SAI in such quantities, which consent shall not with expenses to be unreasonably withheld. 4.4borne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor will pay and/or the Fund shall also provide an SAI to any Contract Owner or cause prospective owner who requests such SAI from the Fund. 6.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity, with expenses to be paid borne in accordance with SCHEDULE B hereof, as the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials Company may reasonably require to permit timely distribution thereof to Contract owners Owners. 6.4. It is understood and agreed that, except with respect to proxies related to information regarding the Fund, consistent with applicable provisions of the 1940 Act. 4.5. 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 Company provided in writing by lawthat party, the Company shall provide a list of Contract owners with value allocated to a Designated Fund as not be responsible for the content of the record date Prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the Portfolios, neither the Fund, the Distributor the Adviser nor the Portfolios are responsible for the content of the prospectus or SAI for the Contracts. 6.5. Each Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to vote Fund shares held in designee will use its general account in its own right, best efforts to the extent permitted by applicable laws. 4.6. The Company represents and warrants that in the event it chooses possible to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, provide the Company will promptly post such supplement with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations, substitutions or close; (c) no action or exemptive requests granted by the prospectusSEC; (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's rights or obligations under this Agreement.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 ("“SAI")”) for the Portfolios, supplements, proxy statements(d) prospectus supplements for the Portfolios, and (e) annual or and semi-annual shareholder reports for each Portfolio (and each Class of each Designated Portfolio) (to facilitate compliance with the requirements of Item 27A of Form N1-A) (“Tailored Shareholder Reports”) ((a) through (e) collectively, the “Fund (Documents”), and proxy statements for distribution to Contract owners with value allocated to such Designated Funds) the Portfolios as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents the Fund Documents (including a "cameraprint-ready" copy of such documents as set in type, a diskette in the form sent to the financial printerready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company's web-site’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 ’s web-site or printed individually by the Company if it so chooses. 3.2. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 4.43.4. The Distributor will pay or cause 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 paid changed by 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 Company upon written notice to the Fund, consistent 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 provisions 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. 4.53.5. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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 owners itself and vote shares of the Portfolio in accordance with instructions received from Contract owners. 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. 3.6. 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. 4.63.7. The 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 event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, attached Schedule C as of the Company will promptly post such supplement with the prospectuseffective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Subject to Section 6.1, the 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, all statutory prospectuses as the Company may reasonably request. 3.2. The Underwriter (or the Fund) shall provide electronic copies of the current statutory prospectus, including any supplements, SAI, including any supplements, and such other assistance as is reasonably necessary in order most recent annual and semi-animal reports to shareholders under Rule 30e-1 of the 1940 Act ("Fund Documents"). 3.3. Within three (3) business days of receiving a request for a paper copy or an electronic copy of any Fund Documents, the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to have prospectuses, SAIs, supplements any person requesting such copy at no cost to the Contract owner and annual by U.S. first class mail or semi-annual reports other reasonably prompt means or by email 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 chooseselectronic requests. 3.4. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.3. The Distributor shall provide the Company with information regarding each 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 substantively 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 material way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 4.43.5. The Distributor will pay or cause Fund shall provide the Company with copies of its proxy material and other communications to be paid shareholders in such quantity as the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials Company shall reasonably require for distributing to Contract owners. The Company shall deliver such documents to Contract owners with respect to proxies related to the Fund, consistent in accordance with applicable provisions of the 1940 Actlaws. 4.53.6. So The Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Fund shares in accordance with instructions received from Contract owners; and (c) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received in accordance with its echo voting procedures, as the same may be amended from time to time, 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to will vote Fund shares held in its general any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners in accordance with its own rightecho voting procedures, as the same may be amended from time to time. 3.7. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may reasonably adopt and provide in writing. 3.8. The expenses and fees related to the extent permitted by applicable lawsforegoing provisions of this Article III shall be allocated as set forth in Schedule B hereof. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Subject to Section 6.1, the 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, all statutory prospectuses as the Company may reasonably request. 3.2. The Underwriter (or the Fund) shall provide electronic copies of the current statutory prospectus, including any supplements, SAI, including any supplements, and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements most recent annual and annual or semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act ("Fund Documents"). 3.3. Within three (3) business days of receiving a request for the Contracts and the a paper copy or an electronic copy of any Fund printed together in a single document or posted on the Company's web-site or printed individually by Documents, the Company if it so choosesshall 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. 3.4. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.3. The Distributor shall provide the Company with information regarding each 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 substantively 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 material way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 4.43.5. The Distributor will pay or cause Fund shall provide the Company with copies of its proxy material and other communications to be paid shareholders in such quantity as the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials Company shall reasonably require for distributing to Contract owners. The Company shall deliver such documents to Contract owners with respect to proxies related to the Fund, consistent in accordance with applicable provisions of the 1940 Actlaws. 4.53.6. So The Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Fund shares in accordance with instructions received from Contract owners; and (c) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received in accordance with its echo voting procedures, as the same may be amended from time to time, 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to will vote Fund shares held in its general any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners in accordance with its own rightecho voting procedures, as the same may be amended from time to time. 3.7. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may reasonably adopt and provide in writing. 3.8. The expenses and fees related to the extent permitted by applicable lawsforegoing provisions of this Article iII shall be allocated as set forth in Schedule B hereof. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor If requested by the Company, the 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Trust shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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 ’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. 4.23.2. Each Fund's The Trust’s prospectus shall state that the current SAI for the Fund Trust is available. 4.33.3. The Distributor Trust shall provide the Company with information regarding each Fund's the Trust’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 written consent of the FundTrust, which consent shall not be unreasonably withheld. 4.43.4. The Distributor 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. 4.5. So long as, If and to the extent required by law, the SEC Company shall: (i) solicit voting instructions from contract owners; (ii) vote the Trust shares in accordance with the instructions received from contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of such share class for which instructions have been received; so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 4.43.4. The Distributor Fund 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. 4.5. So long as, and to 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of shall: (a) solicit voting instructions from Contract owners. The Company shall also provide such other information to owners or participants on a timely basis and in accordance with applicable law; (b) vote the Fund as is reasonably necessary shares of the Designated Portfolio in order accordance with instructions received from contract holders or participants; and (c) vote the shares of the Designated Portfolio for the Fund to properly tabulate votes for Fund initiated proxies. 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. 4.6. The Company represents and warrants that which no instructions have been received in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, same proportion as shares of the Company will promptly post such supplement with the prospectusDesignated Portfolio for which instructions have been received.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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. 4.23.2. Each The Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor If requested by the Company, the 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Trust shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.23.2. Each FundThe Trust's prospectus shall state that the current SAI for the Fund Trust is available. 4.33.3. The Distributor Trust shall provide the Company with information regarding each Fundthe Trust'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 written consent of the FundTrust, which consent shall not be unreasonably withheld. 4.4. The Distributor 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. 4.5. 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Underwriter 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request request, with expenses to deliver to existing Contract owners. be borne in accordance with Schedule B hereof.. If requested by the Company in lieu thereof, the Distributor Underwriter shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site’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 ’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.. 4.23.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Underwriter shall provide the Company with information regarding each Fund's the 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 consent of the FundUnderwriter, which consent shall not be unreasonably withheld. 4.43.4. The Distributor 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 FundFunds, consistent with applicable provisions of the 1940 Act. 4.53.5. 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 provide a list of Contract owners with value allocated to a Designated Fund Portfolio as of the record date to the Fund Underwriter or its agent in order to facilitate the Fund's ’s solicitation of voting instructions from Contract ownersowners on behalf of the Company. The Company shall also provide such other information to the Fund Underwriter as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Funds 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 Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Funds shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.23.2. Each Fund's prospectus shall state that the current SAI for the such Fund is available. 4.33.3. The Distributor Funds shall provide the Company with information regarding each Fund's the 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 consent of the FundFunds, which consent shall not be unreasonably withheld. 4.43.4. The Distributor Funds 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 FundFunds, consistent with applicable provisions of the 1940 Act. 4.53.5. So When the Fund submits proposals to shareholders, the Company shall, 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, follow one of the two procedures outlined below: (a) If the Company chooses to solicit Contract owners itself, it shall: (i) solicit voting instructions from owners of or participants in the Contract; (ii) vote the Fund shares in accordance with instructions received from owners of or participants in the Contract; and (iii) vote 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. (b) If the Company chooses to work with the extent otherwise required by lawFund's proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Designated Fund Portfolio as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to vote Fund shares held in its general any segregated asset account in its own right, as well as any shares held in its general account, in each case, to the extent permitted by applicable lawslaw. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 4.43.4. The Distributor Fund 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. 4.53.5. So When the Fund submits proposals to shareholders, the Company shall, 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, follow one of the two procedures outlined below: (a) If the Company chooses to solicit Contract owners itself, it shall: (i) solicit voting instructions from owners of or participants in the Contract; (ii) vote the Fund shares in accordance with instructions received from owners of or participants in the Contract; and (iii) vote 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. (b) If the Company chooses to work with the extent otherwise required by lawFund's proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Designated Fund Portfolio as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to vote Fund shares held in its general any segregated asset account in its own right, as well as any shares held in its general account, in each case, to the extent permitted by applicable lawslaw. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.1. The 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) Prospectus as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe 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 "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy version of the documents in a format suitable for posting on the Company's web-site, 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 chooses. The expenses associated with printing and providing such documentation shall be as set forth in Article V.one document. 4.2. Each Fund's prospectus shall 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. 4.3. The and/or the Distributor shall provide the Company with information regarding each 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 copies of the Fund's SAI in such quantities, which consent 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 not 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 unreasonably withheldborne in accordance with Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 4.4. The Distributor will pay or cause to be paid the expenses associated with text compositionIt is understood and agreed that, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners except with respect to proxies related 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. It is also understood and agreed that, except with respect to information regarding a Fund, the Distributor, the Adviser or the Portfolios provided in writing by a Fund, the Distributor or the Adviser, neither the Fund, consistent with applicable provisions the Distributor nor Adviser are responsible for the content of the 1940 Actprospectus or SAI for the Contracts. 4.5. So long asEach Fund or its designee will use its best efforts to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations or substitutions; (c) no action or exemptive requests granted by the 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's rights or obligations under this Agreement. 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; and (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, or so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by law, the Company shall provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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 proxiesan 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. 4.64.7. The Company represents 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 warrants that in the event it chooses agreed to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of Interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. Each Fund will promptly post 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 supplement meetings) or, as each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, each Fund will act in accordance with the prospectusSEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Trust shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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, SAIsSAl’s, 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 ’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.V . 4.23.2. Each Fund's The Trust’s prospectus shall state that the current SAI for the Fund Trust is available. 4.33.3. The Distributor Trust shall provide the Company with information regarding each Fund's the Trust’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 informationinformation , 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. 4.43.4. The Distributor Trust 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 FundTrust, consistent with applicable provisions of the 1940 Act. 4.53.5. 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 provide a list of Contract owners with value allocated to a Designated Fund Portfolio as of the record date to the Fund Trust or its agent in order to facilitate the Fund's Trust’s solicitation of voting instructions from Contract ownersowners 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. 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 laws. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Adviser, 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Distributor Adviser, or its designee, shall provide such documents (including a "cameraprint-ready" copy of such documents as set in type, a diskette in the form sent to the financial printerready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company's web-site’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. 3.2. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. 4.63.6. The If the Adviser 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 event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, attached Schedule C as of the Company will promptly post such supplement with the prospectuseffective date of this Agreement.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Adviser 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Adviser shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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 proxiesproxies 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Strong or Distributors shall provide the Company Company, to the extent required by applicable law, in bulk, at a single address 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 Fund (for distribution to Contract owners with value allocated to such Designated Fundsas required by applicable law) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including Company may receive a "camera-ready" 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 posting on the Company's web-sitewebsite, all as the Company may reasonably request) ; provided that Distributors has the capability of transmitting such materials in such formats; and provided that in no event shall the cost associated with providing the materials in such formats exceed the cost Strong or Distributors would have incurred had such materials been provided in print form. Company agrees to distribute such documents exactly in the format provided by Strong or Distributors. In particular, if such documents contain information regarding registered investment companies other assistance as is reasonably necessary in order for than the Company to have prospectusesFunds, SAIs, supplements and annual the entire document shall be distributed unless Strong 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 choosesDistributors agrees otherwise. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.23.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.3. The Distributor shall provide the Company with information regarding each 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 With regard to a Contract. The Company agrees that it will use such information substantially in Fund proxy, 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 parties agree to modify the informationwork together, and agrees that it may not modify such information in any way without shall put forth their best efforts to facilitate the prior consent of the Fund, which consent shall not be unreasonably withheld. 4.4. The Distributor will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, solicitation and tabulation of proxy statements and voting instruction solicitation materials to instructions from Contract owners with respect to proxies related to the Fundowners. Company shall, consistent with applicable provisions of the 1940 Act. 4.5. So 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 follow one of the extent otherwise required by law, two procedures outlined below: (a) If the Company shall chooses to solicit the vote, Company shall, in a timely fashion, provide a list of Contract owners with value allocated to a Designated Fund as of the record date to a proxy service mutually agreed upon by the parties, and shall: (i) solicit voting instructions from owners of or participants in the Contract; (ii) vote the Fund shares in accordance with instructions received from owners of or participants in the Contract; and (iii) vote 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. (b) If the Company chooses to work with the Fund's proxy service, the Company shall, in a timely fashion, provide a list of Contract owners with value allocated to a Fund as of the record date to Strong or Distributors or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. The Company shall also provide such other information to the Fund Strong or Distributors as is reasonably necessary in order for the Fund Strong or Distributors to properly tabulate votes for Fund initiated proxies. 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. 4.6. (c) The Company represents expenses associated with printing, distribution and warrants that tabulation of proxies shall be as set forth in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.Article V.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Trust shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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 ’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. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.2. The Distributor Trust shall provide the Company with information regarding each 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 FundTrust, which consent shall not be unreasonably withheld. 4.4. The Distributor 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. 4.53.3. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Trust to send solicitation of material and gather voting instructions from Contract ownersowners 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 Trust 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Fund Agent 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund Agent shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund Agent shall provide the Company with information regarding each 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 FundFund Agent, which consent shall not be unreasonably withheld. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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 Agent shall direct the appropriate party to 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Trust shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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 ’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. 4.23.2. Each Fund's The Trust’s prospectus shall state that the current SAI for the Fund Trust is available. 4.33.3. The Distributor Trust shall provide the Company with information regarding each Fund's the Trust’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. 4.43.4. The Distributor Trust 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 FundTrust, consistent with applicable provisions of the 1940 Act. 4.53.5. 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 provide a list of Contract owners with value allocated to a Designated Fund Portfolio as of the record date to the Fund Trust or its agent in order to facilitate the Fund's Trust’s solicitation of voting instructions from Contract ownersowners 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. 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 laws. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, all prospectus as the Company may reasonably request) and such other assistance as is reasonably necessary in order for . The Underwriter or the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports Fund shall bear the expense of printing copies of the Fund’s current prospectus for the Contracts that will be distributed to existing Contract owners. The Company shall bear the expense of printing copies of the Fund’s current prospectus that is used in connection with prospective Contract owners and the Fund printed together in a single document or posted on offering of the Contracts issued by the Company's web-site or printed individually by the Company if it so chooses. 3.2. The expenses associated with printing and providing such documentation Underwriter (or the Fund), at its expense, shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that provide a reasonable number of copies of the current SAI for the Fund is availablefree of charge to the Company for itself and for any owner of a Contract who requests such SAI. 4.33.3. Within three (3) business days of receiving a request for a paper copy or an electronic copy of a Fund statutory 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 Distributor Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above, 3.4. The Fund shall provide the Company with information regarding each 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. 4.43.5. The Distributor will pay Fund, at its expense, or cause at the expense of its designee, shall provide the Company with copies of its proxy material, reports to be paid the expenses associated with text composition, printing, mailing, distributingshareholders, and tabulation of proxy statements and voting instruction solicitation materials other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Company shall deliver such documents to Contract owners in accordance with respect to proxies related to applicable laws. 3.6. The Company shall cooperate with the Fund’s proxy vendor to: (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, consistent with applicable provisions of the 1940 Act. 4.5. 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to will vote Fund shares held in its general any segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by applicable lawslaw. 4.63.7. The Company represents 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 warrants consistent with any reasonable standards that the Fund may adopt and provide in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectuswriting.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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-semi- annual reports of each Designated Fund (for distribution to Contract owners with value allocated to such Designated the Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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. 4.23.2. Each The Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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 withheldFund in its sole discretion. 4.43.4. The Distributor Fund 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. 4.53.5. 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 provide a list of Contract owners with value allocated to a Designated the Fund as of the record date to the Fund or its agent in order to facilitate the Fund's ’s solicitation of voting instructions from Contract ownersowners 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund (for distribution to Contract owners with value allocated to such Designated the Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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 withheldFund in its sole discretion. 4.43.4. The Distributor Fund 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. 4.53.5. 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 provide a list of Contract owners with value allocated to a Designated the Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract ownersowners 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Adviser 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Adviser shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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. 4.23.2. Each The Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) prospectus as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Distributor shall provide such documents documentation (including a "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy version of the documents in a format suitable for posting on the Company's web-site, 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. For purposes of this section, “prospectus” shall mean both the statutory and summary prospectus for the Fund. 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. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state regulations require that the current SAI Statement of Additional Information (“SAI”) for the Fund is availablebe 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. 4.33.3. The Distributor shall provide the Company with information regarding each 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 copies of the Fund’s proxy materials, which consent 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 unreasonably withheld. 4.4responsible for the content of the prospectus or SAI for the Fund. The Distributor will pay or cause to be paid the expenses associated with text compositionIt is also understood and agreed that, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners except with respect to proxies related to information regarding the Fund, consistent with applicable provisions the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the 1940 Actprospectus or SAI for the Contracts. 4.53.5. So long as, 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; and (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, or so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by law, the Company shall provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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 proxiesinsurance 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. 4.63.6. The Company represents 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 warrants that in agreed to by the event it chooses Company and the Fund. The Fund agrees to post promptly notify the Company of any Fund's prospectus, periodic report changes of interpretations or other information on its web-site, it amendments of the Mixed and Shared Funding Exemptive Order. 3.7. The Fund will promptly update such information and will not post outdated prospectuses, reports or information at any timecomply with all provisions of the 1940 Act requiring voting by shareholders. If a prospectus is supplemented at any timeFurther, the Company Fund will promptly post such supplement act in accordance with the prospectusSEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 4.11.15. The Distributor Trust, 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Distributor Trust, or its designee, shall provide such documents (including a "cameraprint-ready" copy of such documents as set in type, a diskette in the form sent to the financial printerready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company's web-site’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. 1.16. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.31.17. The Distributor Trust shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.51.18. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. The In the event that the Company reserves chooses this option, the right to vote Fund shall be responsible for properly “echo voting” shares held in its general account in its own right, to the extent permitted by applicable lawsof a Portfolio for which no voting instructions have been received. 4.6(b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company represents and warrants that shall vote the shares of the Portfolios for which no instructions have been received in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, same proportion as shares of the Company will promptly post such supplement with the prospectusPortfolio for which instructions have been received.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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 Adviser shall be permitted to review and approve the typeset form of the Fund’s Prospectus prior to such printing. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.23.2. Each The Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 4.43.4. The Distributor Fund 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. 4.5. 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Adviser, 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Distributor Adviser, or its designee, shall provide such documents (including a "cameraprint-ready" copy of such documents as set in type, a diskette in the form sent to the financial printerready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company's web-site’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. 3.2. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.1. The 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) Prospectus as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe 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 "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy version of the documents in a format suitable for posting on the Company's web-site, 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 chooses. The expenses associated with printing and providing such documentation shall be as set forth in Article V.one document. 4.2. Each Fund's prospectus shall 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. 4.3. The and/or the Distributor shall provide the Company with information regarding each 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 copies of the Fund's SAI in such quantities, which consent 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 not 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 unreasonably withheldborne in accordance with Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 4.4. The Distributor will pay or cause to be paid the expenses associated with text compositionIt is understood and agreed that, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners except with respect to proxies related 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. It is also understood and agreed that, except with respect to information regarding a Fund, the Distributor, the Adviser or the Portfolios provided in writing by a Fund, the Distributor or the Adviser, neither the Fund, consistent with applicable provisions the Distributor nor Adviser are responsible for the content of the 1940 Actprospectus or SAI for the Contracts. 4.5. So long asEach Fund or its designee will use its best efforts to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations or substitutions; (c) no action or exemptive requests granted by the 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's rights or obligations under this Agreement. 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; and (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, or so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by law, the Company shall provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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 proxiesan 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. 4.64.7. The Company represents 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 warrants that in the event it chooses agreed to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. Each Fund will promptly post 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 supplement meetings) or, as each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, each Fund will act in accordance with the prospectusSEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Subject to Section 6.1, the 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, all statutory prospectuses as the Company may reasonably request. 3.2. The Underwriter (or the Fund) shall provide electronic copies of the current statutory prospectus, including any supplements, SAI, including any supplements, and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements most recent annual and annual or semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act ("Fund Documents"). 3.3. Within three (3) business days of receiving a request for the Contracts and the a paper copy or an electronic copy of any Fund printed together in a single document or posted on the Company's web-site or printed individually by Documents, the Company if it so choosesshall 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. 3.4. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.3. The Distributor shall provide the Company with information regarding each 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 substantively 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 material way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 4.43.5. The Distributor will pay or cause Fund shall provide the Company with copies of its proxy material and other communications to be paid shareholders in such quantity as the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials Company shall reasonably require for distributing to Contract owners. The Company shall deliver such documents to Contract owners with respect to proxies related to the Fund, consistent in accordance with applicable provisions of the 1940 Actlaws. 4.53.6. So The Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Fund shares in accordance with instructions received from Contract owners; and (c) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received in accordance with its echo voting procedures, as the same may be amended from time to time, 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to will vote Fund shares held in its general any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners in accordance with its own rightecho voting procedures, as the same may be amended from time to time. 3.7. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Executive Order and consistent with any reasonable standards that the Fund may reasonably adopt and provide in writing. 3.8. The expenses and fees related to the extent permitted by applicable lawsforegoing provisions of this Article III shall be allocated as set forth in SCHEDULE B hereof. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.1. The 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) Prospectus as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe 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 "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy version of the documents in a format suitable for posting on the Company's web-site, 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 chooses. The expenses associated with printing and providing such documentation shall be as set forth in Article V.one document. 4.2. Each Fund's prospectus shall If applicable state or federal laws or regulations require that the current SAI for the Fund is available. 4.3. The be distributed to all Contract Owners, then the Fund and/or the Distributor shall provide the Company with information regarding each 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 copies of the Fund's SAI in such quantities, which consent 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 not also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund. 4.3. 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 unreasonably withheldborne in accordance with SCHEDULE B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 4.4. The Distributor will pay or cause to be paid the expenses associated with text compositionIt is understood and agreed that, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners except with respect to proxies related 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. It is also understood and agreed that, except with respect to information regarding the Fund, consistent with applicable provisions the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the Portfolios, neither the Fund, the Distributor the Adviser nor the Portfolios are responsible for the content of the 1940 Actprospectus or SAI for the Contracts. 4.5. So long asEach Fund or its designee will use its best efforts to the extent possible to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations or substitutions; (c) no action or exemptive requests granted by the 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's rights or obligations under this Agreement. 4.6. If and to the extent required by law the Company (more specifically, MassMutual on the Company's behalf) 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; and (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 ownersOwners; provided, that such Shares may be voted differently, as determined by the Company, to an extent permitted by applicable regulation or to authoritative interpretation. Notwithstanding the extent otherwise required by lawforegoing, the Company (more specifically, MassMutual on the Company's behalf) shall provide a list of Contract owners vote Portfolio shares held in exempt Accounts that issue Contracts in connection with value allocated employee benefit plans subject to a Designated Fund as the provisions of the record date to Employee Retirement Income Security Act of 1974, as amended, in accordance with the Fund or its agent in order to facilitate the FundCompany's solicitation of voting instructions from agreements with such Contract owners. 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. Owners 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. 4.64.7. The Company represents shall be responsible for assuring that each of the Company's separate accounts holding Shares calculates voting privileges as directed by the applicable Fund and warrants that in the event it chooses agreed to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. The Fund will promptly post 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 supplement meetings) or, as each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, each Fund will act in accordance with the prospectusSEC's interpretation of the (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Fund, 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.1. The Distributor 3.1 Unless otherwise specified in Schedule B, the Adviser or its designee shall provide the Company with as many printed copies of the then-current prospectus, then-current Statement of Additional Information ("SAI"), supplements, proxy statements, and annual or semi-annual reports of each Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request request, with reasonable expenses to deliver be borne in accordance with Schedule B hereof, provided that the provision of such documents shall not be required to existing Contract owners. be made any sooner than promptly after the filing of such document(s) with the SEC or other regulatory authorities If requested by the Company in lieu thereof, the Distributor Adviser or its designee shall provide such documents (including a "cameraprint-ready" copy of such documents ready PDF as set specified in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on the Company's web-site, all as the Company may reasonably request) and Schedule B hereof. The Adviser shall provide 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 If the Company prints such documentation documents (as referenced in Schedule B), Company agrees that any printer it selects shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that a reputable printer within the current SAI for the Fund is availableindustry. 4.3. 3.2 The Distributor Adviser shall provide the Company with information regarding each Fund's the Portfolios’ 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. 4.4. The Distributor 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. 4.5. 3.3 So long as, and to the extent the SEC Securities and Exchange Commission (“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 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 Fund Portfolio as of the record date to the Fund Adviser or its agent designee in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners on behalf of the Company. The Company shall also provide such other information to the Fund Adviser 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 Adviser 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 owners itself and vote Shares of the Portfolio in accordance with instructions received from Contract owners. 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 and its agents will in no way recommend or oppose or interfere with the solicitation or voting of proxies for Shares of the Portfolios held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund’s sole discretion. 3.4 The Company reserves the right to vote Fund shares Shares of the Portfolios held in its general account in its own right, to the extent permitted by applicable laws. 4.6. The 3.5 If the Adviser 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 event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any timeattached Schedule C as of the effective date of this Agreement. 3.6 Upon request, the Company will provide to the Fund Parties, or their designee, at least one complete copy of all prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports to shareholders, other communications to shareholders , solicitations for voting instructions, and all amendments to any of the above, that relate to the Contracts or the Accounts, provided that the provision of such documents shall not be required to be made any sooner than promptly post after the filing of such supplement document(s) with the prospectusSEC or other regulatory authorities. The Company agrees to promptly advise the Fund or the Adviser if it receives notice of any of the following: (1) any customer complaint, litigation initiated or threatened, or communication by a regulatory authority which relates to a Portfolio or to a transaction in Shares by the Company contemplated by this Agreement; or (2) any notice of an examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency which relates to a Portfolio or to a transaction in Shares by the Company contemplated by this Agreement; and Company agrees to promptly provide the Fund Parties with such information and documentation thereon as the Fund Parties may request. 3.7 At the reasonable request of the Adviser or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Adviser or its designee copies of the following reports: (a) the Company’s annual financial report (prepared under generally accepted accounting principles (“GAAP”, if any); (b) the Company’s quarterly statements, if any; (c) any financial statement, proxy statement, notice or report of the Company sent to policyholders; and (d) any registration statement (without exhibits) and financial reports of the Company filed with any state insurance regulator. 3.8 The Fund will work with the Company so as to facilitate the solicitation of proxies from Contract owners in an orderly manner.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund (for distribution to Contract owners with value allocated to such Designated the Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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. 4.23.2. Each The Fund's ’s prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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 withheldFund in its sole discretion. 4.43.4. The Distributor Fund 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. 4.53.5. 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 provide a list of Contract owners with value allocated to a Designated the Fund as of the record date to the Fund or its agent in order to facilitate the Fund's ’s solicitation of voting instructions from Contract ownersowners 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.1. The 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) Prospectus as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe 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 "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy version of the documents in a format suitable for posting on the Company's web-site, 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 chooses. The expenses associated with printing and providing such documentation shall be as set forth in Article V.one document. 4.2. Each Fund's prospectus shall 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. 4.3. The and/or the Distributor shall provide the Company with information regarding each 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 copies of the Fund's SAI in such quantities, which consent 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 not 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 unreasonably withheldborne in accordance with Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. 4.4. The Distributor will pay or cause to be paid the expenses associated with text compositionIt is understood and agreed that, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners except with respect to proxies related 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. It is also understood and agreed that, except with respect to information regarding a Fund, the Distributor, the Adviser or the Portfolios provided in writing by a Fund, the Distributor or the Advisor, neither the Fund, consistent with applicable provisions the Distributor nor Adviser are responsible for the content of the 1940 Actprospectus or SAI for the Contracts. 4.5. So long asEach Funds or its designer will use its best efforts to provide the Company with 60 days' notice of any change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations or substitutions; (c) no action or exemptive requests granted by the 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's rights or obligations under this Agreement. 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; and (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, or so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by law, the Company shall provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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 proxiesan 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. 4.64.7. The Company represents 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 warrants that in the event it chooses agreed to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, by the Company and the Fund. Each Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 4.8. Each Fund will promptly post 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 supplement meetings) or, as each Fund currently intends, comply with Section 16(c) of the 1940 Act (although no Fund is one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, each Fund will act in accordance with the prospectusSEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Trust shall provide such documents (including a "“camera-ready" ” 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 posting on the Company's web-site’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 ’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. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.2. The Distributor Trust shall provide the Company with information regarding each 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 FundTrust, which consent shall not be unreasonably withheld. 4.4. The Distributor 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. 4.53.3. 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 provide a list of Contract owners with value allocated to a Designated Fund as shall, at the Company’s option, follow one of the record date two methods described below to the Fund or its agent in order provide pass-through voting privileges to facilitate the Fund's solicitation of voting instructions from Contract contract owners. 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. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.:

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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. 3.4. 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. 4.4. The Distributor Fund 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. 4.53.5. 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 provide a list of Contract owners with value allocated to a Designated Fund Portfolio as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract ownersowners on behalf of the Company. The Company shall also provide such other information and assistance to the Fund as is reasonably necessary in order for the Fund solicit Contract owners with value allocated to a Designated Portfolio and to properly tabulate votes for Fund initiated proxies. 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Adviser, 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request request, with expenses to deliver to existing Contract ownersbe borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Distributor Adviser, or its designee, shall provide such documents (including a "cameraprint-ready" copy of such documents as set in type, a diskette in the form sent to the financial printerready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company's web-site’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. 3.2. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor Adviser 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 Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Adviser shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Adviser shall provide the Company with information regarding each 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. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.16.1. The 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, all Prospectus as the Company may reasonably request, with expenses to be borne in accordance with SCHEDULE B hereof. If requested by the Company, the Distributor or Fund shall provide such documentation (including an electronic version of the current 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. 6.2. If applicable state or posted on the Company's web-site federal laws 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. 4.2. Each Fund's prospectus shall state regulations require that the current SAI for the Fund is available. 4.3. 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 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. 6.3. The Fund and/or the Distributor shall provide the Company with copies (including an electronic copy in print ready format) 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. 6.4. It is understood and agreed that, except with respect to information regarding each 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 a table regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor the Adviser or the Portfolios, neither the Fund, the Distributor the Adviser nor the Portfolios 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. 6.5. The Company agrees that it Each Fund or its designee will use such information substantially in its best efforts to the form provided. The extent possible to provide the Company shall provide prior written with 60 days' notice of any proposed modification change for a Fund or Portfolio, including but not limited to: (a) fund objective changes; (b) anticipated fund reorganizations, substitutions or close; (c) no action or exemptive requests granted by the 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's rights or obligations under this Agreement. 6.6. In the event of such a proxy solicitation the Fund at its expense shall, with respect to the Contracts, mail the proxy materials to Contract Owners and tabulate the results. In order to assist the Fund in the process, the Company will provide to the Fund or its designated representative adequate electronic files so that the Fund may make proper solicitations of Contract Owners. The electronic files will be in a mutually acceptable format and will contain Contract Owner information, which notice will describe the manner in which the Company proposes to modify the mailing information, and agrees that it may not modify such information the numbers of shares of each applicable Fund in any way without which each Contract Owner has an interest on the prior consent of the Fund, which consent shall not be unreasonably withheldrecord date. 4.46.7. The Distributor 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. 4.5. So long as, If and to the extent required by law the Company shall: (a) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract Owners; (b) 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 ownersOwners; provided, that such Shares may be voted differently, as determined by the Company, to an extent permitted by applicable regulation or authoritative interpretation; and (c) 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 otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawan insurance company; provided, that such Shares may be voted differently, as determined by the Company shall provide a list of Contract owners with value allocated Company, to a Designated Fund as of the record date to the Fund an extent permitted by applicable regulation or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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 proxiesauthoritative interpretation. 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. 4.66.8. The Company represents shall be responsible for assuring that each of the Company's separate accounts holding Shares calculates voting privileges as directed by the applicable Fund and warrants that in the event it chooses agreed to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, by the Company will and the Fund. Each Fund agrees to promptly post such supplement with notify the prospectus.Company

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Designated Fund Portfolio (for distribution to Contract owners with value allocated to such Designated FundsPortfolios) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor Trust shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.2. The Distributor Trust shall provide the Company with information regarding each 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 FundTrust, which consent shall not be unreasonably withheld. 4.4. The Distributor 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. 4.53.3. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Trust to send solicitation of material and gather voting instructions from Contract ownersowners 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. The In the event that the Company reserves chooses this option, the right to vote Fund Trust shall be responsible for properly "echo voting" shares held in its general account in its own right, to the extent permitted by applicable lawsof a Designated Portfolio for which no voting instructions have been received. 4.6(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 represents and warrants that shall vote the shares of the Designated Portfolios for which no instructions have been received in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, same proportion as shares of the Company will promptly post such supplement with the prospectusDesignated Portfolio for which instructions have been received.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor 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 Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" 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 posting on the Company's web-site, all statutory prospectuses as the Company may reasonably request. ------------------------------------------------------------------------------- 3.2. The Underwriter (or the applicable Fund) shall provide electronic copies of the current statutory prospectus, including any supplements, SAI, including any supplements, and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements most recent annual and annual or semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act ("Fund Documents"). 3.3. Within three (3) business days of receiving a request for the Contracts and the a paper copy or an electronic copy of any Fund printed together in a single document or posted on the Company's web-site or printed individually by Documents, the Company if it so choosesshall 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. 3.4. The expenses associated with printing and providing such documentation shall be as set forth in Article V. 4.2. Each Fund's prospectus shall state that the current SAI for the applicable Fund is available. 4.3. The Distributor shall provide the Company with information regarding each 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 substantively 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 material way without the prior consent of the Fund, which consent shall not be unreasonably withheld. 4.43.5. The Distributor will pay or cause applicable Fund shall provide the Company with copies of its proxy material and other communications to be paid shareholders in such quantity as the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials Company shall reasonably require for distributing to Contract owners. The Company shall deliver such documents to Contract owners with respect to proxies related to the Fund, consistent in accordance with applicable provisions of the 1940 Actlaws. 4.53.6. So The Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Fund shares in accordance with instructions received from Contract owners; and (c) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received in accordance with its echo voting procedures, as the same may be amended from time to time, 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 provide a list of Contract owners with value allocated to a Designated Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. 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. The Company reserves the right to will vote Fund shares held in its general any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners in accordance with its own rightecho voting procedures, as the same may be amended from time to time. 3.7. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required 13 ------------------------------------------------------------------------------- by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may reasonably adopt and provide in writing. 3.8. The expenses and fees related to the extent permitted by applicable lawsforegoing provisions of this Article III shall be allocated as set forth in Schedule B hereof. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.

Prospectuses and Proxy Statements; Voting. 4.13.1. The Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional ofAdditiona1 Information ("SAI"), supplements, proxy statements, and annual or semi-annual reports of each Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) Portfolio as the Company may reasonably request to deliver to existing Contract ownersowners and for marketing of the Contracts. If requested by the Company in lieu thereof, the Distributor Fund shall provide such documents (including a "camera-ready" 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 posting on the Company's web-sitewebsite, 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.v. 4.23.2. Each The Fund's prospectus shall state that the current SAI for the Fund is available. 4.33.3. The Distributor Fund shall provide the Company with information regarding each 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 unseasonably withheld. 4.4. The Distributor 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. 4.53.4. 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 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 Fund Portfolio as of the record date to the Fund or its agent in order to facilitate permit the Fund's Fund to send solicitation of material and gather voting instructions from Contract ownersowners 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. 4.6. The Company represents and warrants that in the event it chooses to post any Fund's prospectus, periodic report or other information on its web-site, it will promptly update such information and will not post outdated prospectuses, reports or information at any time. If a prospectus is supplemented at any time, the Company will promptly post such supplement with the prospectus.