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

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the Company, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2. The Fund’s prospectus shall state that the statement of additional information for the Fund is available from the Company (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as shares of such Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, diskette at the Fund’s 's or Underwriter's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Company’s Fund's or Underwriter's expense). 3.2. The Fund’s 's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Fund is available from the Company (or in the Fund’s discretion, from the Fund)available, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information SAI free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio shares the Shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares Shares for which no instructions have been received in the same proportion as shares Shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account in for its own rightaccount in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies, including the Company, The Company and its agents shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent not oppose or interfere with the standards set forth in the Shared Funding Order as provided in writing to solicitation of proxies for Fund shares held for such Participating Insurance Companies, and rules and regulations of the SECContract owners. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, electronic format at the Fund’s 's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2. The Fund’s prospectus shall state that the statement of additional information for the Fund is available from the Company (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information the current SAI for the Fund free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information 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. 3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; (iib) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and (iiic) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in 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 law. 3.6. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in as required by the Shared Funding Exemptive Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply consistent with all provisions of the 1940 Act requiring voting by shareholders, and in particular, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund’s prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, electronic format at the Fund’s expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense). 3.2. The Fund’s prospectus shall state that the statement of additional information for the Fund is available from the Company (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information the current SAI for the Fund free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information 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. 3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in 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 law. 3.6. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in as required by the Shared Funding Exemptive Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply consistent with all provisions of the 1940 Act requiring voting by shareholders, and in particular, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (Company, at the Fund’s Company's expense) , with as many copies of the Fund’s current prospectus prospectuses for the Portfolios listed on Schedule 2 as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectuses as necessary for distribution to existing contractowners or participants. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new a current prospectus as set in type, in pdf format, or on a diskette, type at the Fund’s expense) 's expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the prospectus for the Fund is amendedsaid prospectuses are amended more frequently) to have the new prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus Portfolios' new prospectuses printed together in one document (document. In such printing to be at case the Company’s expense)Fund shall bear its share of expenses as described above. 3.2. The Fund’s 's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or or, in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to the Company for itself and for to any owner of or participant under a Contract or who requests such Statement or, at the Company's expense, to any prospective owner contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) with regard to the Portfolios listed in Schedule 2 in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and deliveryexisting contractowners or participants. 3.4. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract ownerscontract owners or participants; (ii) vote Portfolio the Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Portfolio Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Fund shares of such Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such other Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particularparticular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s SEC interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the SEC Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, diskette at the Fund’s 's or Underwriter's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Company’s Fund's or Underwriter's expense). 3.2. The Fund’s 's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Fund is available from the Company (or in the Fund’s discretion, from the Fund)available, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information SAI free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio shares the Shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares Shares for which no instructions have been received in the same proportion as shares Shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account in for its own rightaccount in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus describing only the Designated Portfolios listed on Schedule A as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Funds that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, diskette at the Fund’s 's or the Underwriter's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing for existing Contract owners to be at the Company’s Fund's or Underwriter's expense). 3.2. The Fund’s 's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Fund is available from the Company (or in the Fund’s discretion, from the Fund)available, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information SAI free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in 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 law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners. 3.6. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner as required by the Mixed and Shared Funding Exemptive Order and consistent with the any reasonable standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, diskette at the Fund’s 's or Underwriter's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Company’s Fund's or Underwriter's expense). 3.2. The Fund’s 's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Fund is available from the Company (or in the Fund’s discretion, from the Fund)available, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information SAI free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio shares the Shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares Shares for which no instructions have been received in the same proportion as shares Shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account for it's own account in its own rightthe same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (Company, at the Fund’s Company's expense) , with as many copies of the Fund’s current prospectus prospectuses for the Portfolios listed on Schedule 2 as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectuses as necessary for distribution to existing contractowners or participants. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new a current prospectus as set in type, in pdf format, or on a diskette, type at the Fund’s expense) 's expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the prospectus for the Fund is amendedsaid prospectuses are amended more frequently) to have the new prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus Portfolios' new prospectuses printed together in one document (document. In such printing to be at case the Company’s expense)Fund shall bear its share of expenses as described above. 3.2. The Fund’s 's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or or, in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to the Company for itself and for to any owner of or participant under a Contract or who requests such Statement or, at the Company's expense, to any prospective owner contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) with regard to the Portfolios listed in Schedule 2 in such quantity as the Company shall reasonably require for and shall bear the costs of distributing them to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and deliveryexisting contractowners or participants. 3.4. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract ownerscontractowners or participants; (ii) vote Portfolio the Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners or participants; and (iii) vote Portfolio Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Fund shares of such Portfolio for which instructions have been received, received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such other Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particularparticular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s SEC interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees directors and with whatever rules the SEC Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter or its agent Distributor shall provide the Company (at the Fund’s Company’ expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, type at the Fund’s expenseexpense – in lieu thereof, such final copy may be provided, if requested by the Company, electronically or through camera ready film) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently frequently, if the prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if a for each Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s ’ expense). 3.2. 3.2 The Fund’s prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Company Distributor (or in the Fund’s discretion, the prospectus shall state that such Statement is available from the Fund), and the Underwriter Distributor (or the Fund), at its expense, shall print, or otherwise reproduce, print and provide sufficient copies of such statement of additional information Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such statementStatement. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. 3.4 If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; (iib) vote Portfolio Fund shares in accordance with instructions received from Contract owners; and (iiic) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawof Contracts. The Company reserves reserve the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, Company shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SECthis Section. 3.5. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is Funds are not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SECSecurities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall Fund will provide the Company (Company, at the Fund’s Company's expense) , with as many copies of the Fund’s current prospectus for the Portfolios and any amendments thereto as the Company may reasonably request. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final camera ready copy of the new prospectus as set in type, in pdf format, or on a diskette, at containing the Fund’s expense) 's prospectus and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for is amended during the Fund is amendedyear) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) prospectuses for the Contracts and the Fund’s prospectus Fund printed together in one document (such printing document. Alternatively, the Company may print the Fund's prospectus in combination with the prospectuses of other fund companies. This provision may be amended by agreement of the parties hereto in writing. It is understood and agreed that the Company is not responsible for the content of the prospectus or SAI for the Fund, except to be at the extent that statements in the Fund's prospectus and SAI reflect information given to the Fund by the Company’s expense). It is also understood and agreed that, except with respect to information provided to the Company by the Fund or the Adviser, the Portfolios, the Fund 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 Fund’s 's prospectus shall state that the statement of additional information for the Fund its SAI is available from the Company (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), . The Fund at its expense, expense shall print, or otherwise reproduce, print and provide sufficient copies of such statement of additional information SAI free of charge to the Company for itself and for to any existing Contract owner, prospective Contract owner of a Contract or prospective owner participant who requests such statementSAI. 3.3. The Fund, at the Fund's or its affiliate's expense, shall will provide the Company or its mailing agent with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall will reasonably require for distributing distribution to Contract ownersowners and participants. If requested by the The Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees at its expense, will distribute this proxy material, reports and other communications to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and deliveryexisting Contract owners. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Actwill: (ia) solicit voting instructions from Contract ownersowners and tabulate the voting instructions; (iib) vote the shares of each Portfolio shares held in the Account in accordance with instructions received from Contract ownerscontractowners; and (iiic) vote shares of each Portfolio shares held in the Account for which no timely instructions have been received received, as well as shares it owns, in the same proportion as shares of each such Portfolio for which instructions have been receivedreceived from the contractowners; 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 contractowners. Except as set forth above, the extent otherwise required by law. The Company reserves the right to vote Fund Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, shall The Company will be responsible for assuring that each of their its separate accounts participating in the Fund Portfolios calculates voting privileges in a manner consistent with all legal requirements, including the standards set forth in the Mixed and Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SECExemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (Company, at the Fund’s Company's expense) , with as many copies of the Fund’s 's current prospectus as the Company may reasonably requestrequest for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new a current prospectus as set in type, in pdf format, or on a diskette, type (including an 8 1/2" x 11" camera ready copy) at the Fund’s expense) 's expense and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Fund prospectus for the Fund is amendedamended more frequently) to have the new prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's new prospectus printed together in one document (document. In such printing to be at case the Company’s expense)Fund shall bear its share of expenses as described above. 3.2. The Fund’s 's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or or, in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide such Statement, at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to the Company for itself and for to any owner of or participant under a Contract or who requests such Statement or, at the Company's expense, to any prospective owner contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, (a) shall provide the Company with copies of its proxy statementsmaterial, if any, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for and (b) shall bear the costs of distributing them to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and deliveryexisting contractowners or participants. 3.4. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract ownerscontractowners; (ii) vote Portfolio the Fund shares held in the Account in accordance with instructions received from Contract ownerscontractowners; and (iii) vote Portfolio Fund shares held in the Account for which no timely instructions have been received received, in the same proportion as Fund shares of such Portfolio for which instructions have been received, received from the Company's contractowners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-pass through voting privileges for variable contract owners or to the extent otherwise required by lawcontractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such other Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particularparticular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a. (a) with respect to periodic elections of trustees directors and with whatever rules the SEC Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund’s shares, and the Company shall bear the expense of printing copies of the Fund’s prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, diskette at the Fund’s or Underwriter’s expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus printed together in one document (such printing of the Fund’s prospectus and profiles for existing Contract owners whose contracts are funded by the Fund’s shares to be at the CompanyFund’s or Underwriter’s expense). 3.2. The Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Fund is available from the Company (or in the Fund’s discretion, from the Fund)available, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information SAI free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter’s expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio shares the Shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares Shares for which no instructions have been received in the same proportion as shares Shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account in for its own rightaccount in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or its agent Distributor shall provide the each Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Companya Company in lieu thereof, the Adviser, Distributor or Fund or its agent shall also provide such documentation (including a final copy an electronic version of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expensecurrent prospectus) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company’s expense)document. 3.2. The Fund’s prospectus shall If applicable state or federal laws or regulations require that the statement Statement of additional information Additional Information (åSAIæ) for the Fund is available from be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company (or in with copies of the Fund’s discretionSAI in such quantities, from the Fund)with expenses to be borne in accordance with Schedule C hereof, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to as the Company for itself and for may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner of a Contract or prospective owner who requests such statementSAI from the Fund. 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the each Company with copies of its the Fund’s proxy statementsmaterials, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. It is understood and agreed that, except with respect to information regarding a Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, 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 prospectus or SAI for the Contracts. 3.5. If and to the extent required by law, the law each Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares of such Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners 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, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies, including the Company, Each Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SECExemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s 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. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, electronic format at the Fund’s 's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense). 3.2. The Fund’s prospectus shall state that the statement of additional information for the Fund is available from the Company (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information the current SAI for the Fund free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information 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. 3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in 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 law. 3.6. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in as required by the Shared Funding Exemptive Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply consistent with all provisions of the 1940 Act requiring voting by shareholders, and in particular, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus describing only the Designated Portfolios listed on Schedule A as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Funds that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, diskette at the Fund’s 's or the Underwriter's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing for existing Contract owners to be at the Company’s Fund's or Underwriter's expense). 3.2. The Fund’s 's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Fund is available from the Company (or in the Fund’s discretion, from the Fund)available, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information SAI free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. 3.5. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; (iib) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and (iiic) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in 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 law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners. 3.6. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner as required by the Mixed and Shared Funding Exemptive Order and consistent with the any reasonable standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (Company, at the Fund’s Company's expense) , with as many copies of the Fund’s 's current prospectus as the Company may reasonably requestrequest for use with prospective Policy owners and applicants. The Underwriter shall print and distribute, at the Fund's expense, as many copies as necessary for distribution to existing Policy owners or participants. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such this documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if to have the new prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts Policies and the Fund’s 's new prospectus for the Dedicated Portfolios printed together in one document (document, in such printing to be at case the Company’s expense)Fund shall bear its proportional share of expenses as described above. 3.2. The Fund’s 's prospectus shall state that the statement Fund's Statement of additional information for the Fund Additional Information is available from the Company Underwriter (or or, in the Fund’s 's discretion, the prospectus shall state that this Statement is available from the Fund), and the Underwriter (or the Fund)) shall provide this Statement, at its the Underwriter's expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to the Company for itself and for to any owner of or participant under a Contract or prospective owner Policy who requests such statementthis Statement or, at the Company's expense, to any prospective Policy owner and applicant who requests this Statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its the Fund's proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for and shall bear the costs of distributing these materials, reports, and communications to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and deliveryexisting Policy owners or participants. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract ownersPolicy owners or participants; (ii) vote Portfolio the Fund shares held in the Accounts in accordance with instructions received from Contract ownersPolicy owners or participants; and (iii) vote Portfolio Fund shares held in the Accounts for which no instructions have been received in the same proportion as shares of such Portfolio for which timely instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote any Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.held

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or its agent Distributor shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund or its agent shall also provide such documentation (including a final copy an electronic version of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expensecurrent prospectus) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company’s expense)document. 3.2. The Fund’s prospectus shall If applicable state or federal laws or regulations require that the statement Statement of additional information Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company (or in with copies of the Fund’s discretion's SAI in such quantities, from the Fund)with expenses to be borne in accordance with Schedule C hereof, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to as the Company for itself and for may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract owner of a Contract or prospective owner who requests such statementSAI from the Fund. 3.3. The Fund, at its expense, the Distributor and/or the Adviser shall provide the Company with copies of its the Fund's proxy statementsmaterial, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, 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 prospectus or SAI for the Contracts. 3.5. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares of such Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners 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, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies, including the Company, The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SECExemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(athe (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. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s Company's expense, except as set out in Article V) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide Provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, type at the Fund’s 's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at the Company’s 's expense, except as set out in Article V). 3.2. The Fund’s 's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Company Underwriter (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, print and provide sufficient copies of such statement of additional information Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such statementStatement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, stockholders and other communications to shareholders (each, a “Shareholder Communication”) stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and deliveryowner's. 3.4. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: : (i) solicit voting instructions from Contract contract owners; ; (ii) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and and (iii) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received, : so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a16 (a) and, if and when applicable, 16(b16 (b). Further, the Fund will act in accordance with the SEC’s Securities and Exchange commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC Commission and/or the state of organization may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its agent the Adviser shall provide the Company (Company, at the Fund’s Company's expense) , with as many copies of the Fund’s 's current prospectus as the Company may reasonably requestrequest for distribution, at the Company's expense, to prospective Contract owners and applicants. The Fund or the Adviser shall provide the Company, at the Fund's or the Adviser's expense, with as many copies of the Fund's prospectus as necessary for distribution, at the Company's expense, to existing Contract owners. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final "camera ready" or diskette copy of the new prospectus as set in type, in pdf format, or on a diskette, type at the Fund’s 's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at document, in which case the Company’s expense)Fund will bear its reasonable share of expenses, as described above, allocated based on the proportionate number of pages of the Fund's portion of the document. 3.2. The Fund’s 's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Company Adviser (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter Adviser (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies a copy of such statement of additional information Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such statementStatement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by The Company will distribute this proxy material and tabulate the Company, votes at the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with Fund's or the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and deliveryAdviser's expense. 3.4. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received, : so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawof Variable Insurance Products. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with this Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect theretoeach other.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or its agent Distributor shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund or its agent shall also provide such documentation (including a final copy an electronic version of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expensecurrent prospectus) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company’s expense)document. 3.2. The Fund’s prospectus shall If applicable state or federal laws or regulations require that the statement Statement of additional information Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company (or in with copies of the Fund’s discretion's SAI in such quantities, from the Fund)with expenses to be borne in accordance with Schedule C hereof, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to as the Company for itself and for may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract owner of a Contract or prospective owner who requests such statementSAI from the Fund. 3.3. The Fund, at its expense, the Distributor and/or the Adviser shall provide the Company with copies of its the Fund's proxy statementsmaterial, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, 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 prospectus or SAI for the Contracts. 3.5. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; ; (iib) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and (iiic) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares of such Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners 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, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies, including the Company, The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SECExemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s 's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or its agent the Adviser shall provide the Company Company, (at the Fund’s Company's expense) ), with as many copies of the Fund’s 's current prospectus as the Company may reasonably requestrequest for distribution, at the Company's expense, to prospective Contract owners and applicants. The Fund or the Adviser shall provide the Company, at the Fund's or the Adviser's expense, with as many copies of the Fund's prospectus as necessary for distribution, at the Company's expense, to existing Contract owners. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final "camera ready" or diskette copy of the new prospectus as set in type, in pdf format, or on a diskette, type at the Fund’s 's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s 's prospectus printed together in one document (such printing to be at document, in which case the Company’s expense)Fund will bear its reasonable share of expenses, as described above, allocated based on the proportionate number of pages of the Fund's portion of the document. 3.2. The Fund’s 's prospectus shall state that the statement Statement of additional information Additional Information for the Fund is available from the Company Adviser (or in the Fund’s 's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter Adviser (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies a copy of such statement of additional information Statement free of charge to the Company for itself and for to any owner of a Contract or prospective owner who requests such statementStatement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by The Company will distribute this proxy material and tabulate the Company, votes at the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with Fund's or the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and deliveryAdviser's expense. 3.4. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received, : so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by lawof Variable Insurance Products. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with this Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect theretoeach other.

Prospectuses and Proxy Statements; Voting. 3.1. The Subject to Section 6.1 and the Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus Prospectuses as the Company may reasonably request. The Company shall bear the expense of printing copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund’s Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof or if required by applicable law or applicable guidance from the SEC or SEC staff,, the Fund or its agent shall also provide such documentation (including a final copy of the new Fund’s summary and/or statutory prospectus as set in type, in pdf format, or on a diskette, electronic format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s summary prospectus printed bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act and any applicable guidance from the SEC or SEC staff (such printing to be at the Company’s expense). As required by, and in accordance with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Company shall: (1) deliver the Fund’s summary prospectus to existing Contract owners and potential investors, and (2) adhere to any applicable binding requirements regarding the summary prospectus. Within [ ] business days after receipt of a request from the Fund, the Company shall provide the Fund with a toll free (or collect) telephone number and email address to be disclosed in the Fund’s summary prospectus in accordance with applicable law. 3.2. The Fund’s prospectus shall state that the statement of additional information for the Fund is available from the Company (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information the current SAI for the Fund free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. Within three (3) business days of receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above, 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information 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. 3.5. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund The Company shall provide Shareholder Communications deliver such documents to Contract owners in “camera ready” format on disketteaccordance with applicable laws. 3.6. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in 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 law. 3.7. Participating Insurance Companies, including the Company, Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner consistent with the standards set forth in as required by the Shared Funding Exemptive Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply consistent with all provisions of the 1940 Act requiring voting by shareholders, and in particular, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent INVESCO shall provide the Insurance Company (at the Fund’s Insurance Company's expense) with as many copies of the Fund’s Company's current prospectus as the Insurance Company may reasonably request. If requested by the CompanyInsurance Company in lieu thereof, the Fund or its agent Company shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, type at the Fund’s Company's expense) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Fund Company is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s Company's prospectus printed together in one document (such printing to be at the Insurance Company’s 's expense). 3.2. The Fund’s Company's prospectus shall state that the statement Statement of additional information Additional Information for the Fund Company (the "SAI") is available from INVESCO (or in the Company's discretion, the Prospectus shall state that the SAI is available from the Company (or in the Fund’s discretion, from the FundCompany), and the Underwriter INVESCO (or the FundCompany), at its expense, shall print, or otherwise reproduce, print and provide sufficient copies of such statement of additional information the SAI free of charge to the Insurance Company for itself and for to any owner of a Contract or prospective owner who requests such statementthe SAI. 3.3. The FundCompany, at its expense, shall provide the Insurance Company with copies of its proxy statementsmaterial , reports to shareholders, stockholders and other communications to shareholders (each, a “Shareholder Communication”) stockholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Insurance Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; ; (ii) vote Portfolio the Company shares in accordance with instructions received from Contract owners; and and (iii) vote Portfolio Company shares for which no instructions have been received in the same proportion as Company shares of such Portfolio portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.:

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or its agent Distributor shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request, with reasonable expenses to be borne in accordance with Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund or its agent shall also provide such documentation (including a final copy an electronic version of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expensecurrent prospectus) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company’s expense)document. 3.2. The Fund’s prospectus shall If applicable state or federal laws or regulations require that the statement Statement of additional information Additional Information (“SAI”) for the Fund is available from be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company (or in with copies of the Fund’s discretionSAI in such quantities, from the Fund)with reasonable expenses to be borne in accordance with Schedule C hereof, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to as the Company for itself and for may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract owner of a Contract or prospective owner who requests such statementSAI from the Fund. 3.3. The Fund, at its expense, the Distributor and/or the Adviser shall provide the Company with copies of its the Fund’s proxy statementsmaterial, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) in such quantity quantity, with reasonable expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares of such Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners 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, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies, including the Company, The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SECExemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the CompanyCompany in lieu thereof, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, diskette at the Fund’s 's expense) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Designated Portfolios printed together in one document (such printing to be at the Company’s 's expense). 3.2. 3.2 The Fund’s 's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Fund is available from the Company (or in the Fund’s discretion, from the Fund)available, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient a reasonable number of copies of such statement of additional information SAI free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statementSAI. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy statementsmaterial, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the 3.4 The Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: : (i) solicit voting instructions from Contract owners; (ii) vote Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as shares of such Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or its agent Distributor shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule D hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund or its agent shall also provide such documentation (including a final copy an electronic version of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expensecurrent prospectus) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company’s expense)document. 3.2. The Fund’s prospectus shall If applicable state or federal laws or regulations require that the statement Statement of additional information Additional Information (“SAI”) for the Fund is available from be distributed to all or any Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company (or in with copies of the Fund’s discretionSAI in such quantities, from the Fund)with expenses to be borne in accordance with Schedule D hereof, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to as the Company for itself and for may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner of a Contract or prospective owner who requests such statementSAI from the Fund. 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the Company with copies of its the Fund’s proxy statementsmaterials, reports to shareholders, Fund Documents (as defined in Section 3.4 below) and other communications to shareholders (each, a “Shareholder Communication”) in such quantity quantity, with expenses to be borne in accordance with Schedule D hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from Contract owners; (ii) vote Portfolio shares in accordance with instructions received from Contract owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as shares of such Portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or its agent Distributor shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s 's current prospectus as the Company may reasonably request, with reasonable expenses to be borne in accordance with Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund or its agent shall also provide such documentation (including a final copy an electronic version of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expensecurrent prospectus) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company’s expense)document. 3.2. The Fund’s prospectus shall If applicable state or federal laws or regulations require that the statement Statement of additional information Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company (or in with copies of the Fund’s discretion's SAI in such quantities, from the Fund)with reasonable expenses to be borne in accordance with Schedule C hereof, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to as the Company for itself and for may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract owner of a Contract or prospective owner who requests such statementSAI from the Fund. 3.3. The Fund, at its expense, the Distributor and/or the Adviser shall provide the Company with copies of its the Fund's proxy statementsmaterial, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) in such quantity quantity, with reasonable expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares of such Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners 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, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies, including the Company, The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SECExemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or its agent Distributor shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the CompanyCompany in lieu thereof, the Adviser, Distributor or Fund or its agent shall also provide such documentation (including a final copy an electronic version of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expensecurrent prospectus) and 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 the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus for the Fund printed together in one document (such printing to be at the Company’s expense)document. 3.2. The Fund’s prospectus shall If applicable state or federal laws or regulations require that the statement Statement of additional information Additional Information (“SAI’) for the Fund is available from be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Company (or in with copies of the Fund’s discretionSAI in such quantities, from the Fund)with expenses to be borne in accordance with Schedule C hereof, and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to as the Company for itself and for may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner of a Contract or prospective owner who requests such statementSAI from the Fund. 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the Company with copies of its the Fund’s proxy statementsmaterials, reports to shareholders, shareholders and other communications to shareholders (each, a “Shareholder Communication”) in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require for distributing to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, 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 prospectus or SAI for the Contracts. 3.5. If and to the extent required by law, law the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (ia) solicit voting instructions from Contract owners; (iib) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; and; (iiic) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares of such Portfolio for which instructions have been receivedreceived from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners 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, so long as and to the extent otherwise required that the SEC continues to interpret the 1940 Act to require such voting by lawthe insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies, including the Company, The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with as directed by the standards set forth in Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SECExemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s 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.