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

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust new prospectus printed together in one document; in such case at the Company's expense. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust), 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders and other communications to shareholders in such quantities as the Company may reasonably require and the Trust shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's current prospectus as the Company may reasonably request. The Trust or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Trust that will be distributed to existing Contract owners whose contracts are funded by the Trust's shares, and the Company shall bear the expense of printing copies of the Trust's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Trust's prospectus printed together in one document; in document (such case printing of the Trust's prospectus and profiles for existing Contract owners whose contracts are funded by the Trust's shares to be at the CompanyTrust's or Underwriter's expense). 3.2. The Trust's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust is available from available, and the Underwriter (or the Trust), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. Upon the reasonable request of the Company, the Trust Underwriter (or, in shall provide the Company with information regarding the Trust's discretionexpenses, the Prospectus shall state that such statement is available from the Trust),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. 3.33.4. The Trust, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expenseexpense of the Company or another entity as may be agreed upon with such other entity by separate agreement, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; in such case at the Company's expenseexpense of the Company or another entity as may be agreed upon with such other entity by separate agreement. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust Company shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's current prospectus describing only the Designated Funds listed on Schedule A as the Company may reasonably request. The Trust or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Trusts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense or the Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Trust's prospectus printed together in one document; in document (such case printing for existing Contract owners to be at the CompanyTrust's or Underwriter's expense). 3.2. The Trust's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust is available from available, and the Trust Underwriter (oror the Trust), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. The Trust shall provide the Company with information regarding the Trust's discretionexpenses, the Prospectus shall state that such statement is available from the Trust),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. 3.33.4. The Trust, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account for which no timely instructions have been received, received in the same proportion as Trust shares of such Fund portfolio for which instructions have been received from the Company's Contract owners or participants; for received, so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares held in any segregated asset account in its own rightthe same proportion as Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, reasonable standards that the Trust will either may adopt and provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund'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 Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or the Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing for existing Contract owners to be at the CompanyFund's or Underwriter's expense). 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1a) solicit voting instructions from Contract owner or participants:owners; (2b) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3c) vote Trust Fund shares held in each Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund'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 for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended and the complete prospectus is amended more frequentlyre-filed with the SEC) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing of the Fund's prospectus for existing Contract owners to be at the CompanyFund's or Underwriter's expense). 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter will provide such documentation, including a final copy of a current prospectus set in type or a computer diskette or other electronic transmission at the Trust's expense, and other assistance as is reasonably necessary, at least annually, or more frequently if the Trust's prospectus is amended more frequently. The Company will bear the expense of printing and distributing prospectuses. The Trust will provide such documentation to the Company in a timely manner so that the Company can print and distribute the prospectuses within the time required by applicable law. In the event that the Trust initiates (i) a reorganization as defined by Section 2 of the 1940 Act of the Trust or a Portfolio, or (ii) a change in the name of the Trust or a Portfolio then Distributor shall reimburse the Company for its reasonable internal and out-of-pocket costs associated with the aforementioned actions. The Company agrees to use its best efforts to minimize any costs incurred under this Section 3.1 and shall provide the Distributor with acceptable documentation of any such costs incurred 3.2. The Trust's prospectus will state that the statement of additional information (the "Statement") for the Trust is available from the Distributor or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust). The Trust will provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus Statement as the Company may reasonably request. If requested by the Company in lieu thereofrequest for distribution, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust new prospectus printed together in one document; in such case at the Company's expense. 3.2, to prospective Contract owners and applicants. The Trust will provide, at the Trust's prospectus shall expense, as many copies of said statement of additional information as necessary for distribution, at the Trust's expense, to any existing Contract owner who requests such statement or whenever state or federal law otherwise require that such statement be provided. The Trust will provide the copies of said statement of additional information to the Company or to its mailing agent in a timely manner so that the Company can distribute the statement of additional information within the time required by applicable law. The Company will distribute the statement of additional information as requested or required and will ▇▇▇▇ the Trust for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that reasonable cost of such statement is available from the Trust),distribution. 3.3. The Trust, at its expense, shall will provide the Company or its mailing agent with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may will reasonably require and in a timely manner so that the Company can distribute these documents within the time required by applicable law. The Trust will provide the Company, at its reasonable request, the proxy material, reports and other communications through an electronic transmission. The Company will distribute this proxy material, reports and other communications to existing Contract owners. The Company will ▇▇▇▇ the Trust for the "reasonable" costs of printing and distribution of the reports or other communications. For purposes of this Section 3.3 "reasonable" costs shall bear be based on the costs of printing and distributing them incurred by the Trust to existing Contract owners or participants. 3.4print the reports. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks distribution of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from proxy material shall be at the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Orderexpense. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the TrustCompany's expense, with as many copies of the TrustFund'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 Company in lieu thereof, the Trust Fund shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts Policies and the Trust Fund's new prospectus printed together in one document; , in such case at the Company's expenseFund shall bear its share of expenses as described above. 3.2. The TrustFund's prospectus shall state that the statement Statement of additional Additional information for the Trust Fund is available from the Trust Underwriter (or, in the TrustFund's discretion, the Prospectus shall state that such statement Statement is available from the TrustFund),, and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Policy who requests such Statement or, at the Company's expense, to any prospective Policy owner and applicant who requests such statement. 3.3. The TrustFund, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and distributing them to existing Contract Policy owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate If and to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1i) solicit voting instructions from Contract owner Policy owners or participants:; (2ii) vote the Trust Fund shares held in each Separate Account the Accounts in accordance with instructions received from Contract Policy owners or participants; and (3iii) vote Trust Fund shares held in each Separate Account the Accounts for which no timely instructions have been received, and any Fund shares held in the Company's general account, in the same proportion as Trust Fund shares of such Fund Portfolio for which instructions have been received from the Company's Contract owners or participantsreceived; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires pass-through to require passthrough voting privileges for variable contract policy owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding OrderFund 3.5. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust Fund will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust 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) of the 1940 Act). Further, the Trust Fund will act in accordance with the Commission's SEC interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's 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 Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in document (such case 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 Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 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 TrustFund, at its or the Underwriter’s expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. (a) The Trust Underwriter Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Investment Company to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. (b) The Distributor shall provide the Company, at the Trust's expense, Insurer with as many copies of the Trust's current prospectus of the Investment Company as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Trust Investment Company shall provide such documentation (including a final copy of a current the Investment Company's prospectus as set in type at the Trust's expense or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company at least annually (Insurer to either print a stand-alone document or more frequently if print together in one document the Trust's prospectus is amended more frequently) to have the new current prospectus for the Variable Contracts issued by the Insurer and the Trust new current prospectus printed together for the Investment Company, or a document combining the Investment Company prospectus with prospectuses of other funds in one document; which the Variable Contracts may be invested. The Investment Company shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Insurer shall bear the expense of printing copies of the Investment Company's prospectus that are used in such case connection with offering the Variable Contracts issued by the Insurer. (c) The Investment Company and the Distributor shall provide, at the Investment Company's expense, such copies of the Investment Company's current Statement of Additional Information ("SAI") as may reasonably be requested, to the Insurer and to any owner of a Variable Contract issued by the Insurer who requests such SAI. 3.2. (d) The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust), 3.3. The TrustInvestment Company, at its expense, shall provide the Company Insurer with copies of its proxy materialstatements, if mayperiodic reports to shareholders, and other communications to shareholders in such quantity as the Insurer shall reasonably require for purposes of distributing to owners of Variable Contracts issued by the Insurer. The Investment Company, at the Insurer's expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantities quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Investment Company may shall provide such documentation (including a final copy of the Investment Company's proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably require and necessary in order for the Trust shall bear Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the costs of printing and distributing them to existing Contract owners or participantsInsurer. 3.4. The Trust hereby notices (e) It is understood and agreed that, except with respect to information regarding the Investment Company, the Funds, the Distributor, or an investment adviser to the Investment Company that it or the Funds (“Adviser”) provided in writing by the Investment Company, the Distributor or the Adviser and used in conformity therewith, none of the Investment Company, the Funds, the Distributor, or the Adviser is appropriate to include in responsible for the content of the prospectuses pursuant to which or statements of additional information for the contracts are offered disclosure regarding the potential risks of mixed and shared fundingVariable Contracts. 3.5. To the extent (f) As required by law the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote Mixed and Shared Funding Exemptive Order, the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies Insurer shall be responsible for assuring that each of their separate accounts participating in the Trust calculates calculating voting privileges in a manner consistent with other Participating Insurance Companies Companies. Towards this end, the Investment Company agrees to provide written instructions on the calculation of voting privileges, and as required by the Mixed Insurer agree to vote consistent with any reasonable standards that the Investment Company may adopt and Shared Funding Order. The Trust will notify provide in writing (which writing may consist of the Company of any changes of interpretation or amendment to the Mixed and Shared Funding OrderInvestment Company’s proxy statement). 3.6. The Trust will comply with all provisions of (g) For so long as the SEC interprets the 1940 Act requiring to require pass-through voting by shareholders, and in particularParticipating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Trust will either provide for annual Insurer shall vote shares of each Fund of the Investment Company held in a Separate Account or a sub-account thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Investment Company in accordance with instructions timely received by the Insurer (except or its designated agent) from owners of Variable Contracts funded by such Separate Account or sub-account thereof having a voting interest in the Fund. The Insurer shall vote shares of a Fund of the Investment Company held in a Separate Account or a sub-account thereof that are attributable to the extent that the Commission may interpret Section 16 of the 1940 Act not Variable Contracts as to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) which no timely instructions are received, as well as with Sections 16(a) andshares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Fund from whom instructions have been timely received. The Insurer shall vote shares of each Fund of the Investment Company held in its general account, if and when applicableany, 16(b) of in the 1940 Act. Further, same proportion as the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) votes cast with respect to periodic elections shares of the Fund held in all Separate Accounts of the Insurer or sub-accounts thereof, in the aggregate. (h) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the Investment Company shall disclose in its prospectus that (i) the Investment Company is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (ii) material irreconcilable conflicts possibly may arise, and (iii) the Board of Trustees of the Investment Company will monitor events in order to identify the existence of any material irreconcilable conflicts and with whatever rules to determine what action, if any, should be taken in response to any such conflict. The Investment Company hereby notifies the Commission Insurer that prospectus disclosure may promulgate with respect theretobe appropriate regarding potential risks of offering shares of the Investment Company to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Fund or its agent shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Fund’s current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to prospective 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. The Fund shall bear the cost of printing the prospectus for existing Contract owners. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a the current prospectus set in type or in camera ready format or in electronic format at the Trust's expense Fund’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus or profile printed together in one document; in document (such case printing to be at the Company's expense’s expense for prospectuses distributed to prospective Contract owners but with the Fund bearing the expense for printing prospectuses to be distributed to existing Contract owners holding Fund shares). 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (orFund, in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract with Contract value allocated to a Designated Portfolio who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4holding Fund shares. The Trust hereby notices If requested by the Company that it is appropriate to include in lieu thereof, the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingFund shall provide such material, reports or other communications in “camera ready” format on diskette. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsin that Account; and (3iii) vote Trust Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio held in each Separate by an Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Fund shall bear the expense for proxy solicitation including any printing or distribution costs. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order (See Section 7 .1) and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Underwriter shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing of the Fund's prospectus for existing Contract owners to be at the CompanyUnderwriter's expense). 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustUnderwriter shall provide the Company with reasonable 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 Underwriter, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Adviser shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus describing only the Designated Portfolios listed on Schedule A as the Company may reasonably request. The Fund or the Adviser 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 Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type electronically or on diskette at the TrustFund's expense or the Adviser's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; . In such a case, the printing costs shall be allocated to reflect the Fund's share of the total costs for printing the Fund's prospectus for delivery to existing Contract owners investing in such case at the CompanyDesignated Portfolios, determined according to the number of pages of the Fund's expenserespective portions of the documents. 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter Adviser (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 Adviser's expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Fund shares held in each Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersContract owners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account account, as well as any shares owned by the Company, 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 shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; in such case at the CompanyTrust's expense. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7. The Trust and the Underwriter agree to provide the Company all Trust proxies, reports, and prospectuses (including supplements) in HTML, PDF and hard copy in final form no later than 15 calendar days before they must be mailed: Reports - February 13th and August 14th, Prospectuses - April 15th. The Trust will customize prospectuses (including supplements), reports and proxies to include only fund(s) offered in each of the contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus as the Company may reasonably request. The Underwriter 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 Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type electronic format at the TrustFund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing to be at the Company's expense). 3.2. The Trust's prospectus Underwriter (or the Fund), at its expense, shall state that provide a reasonable number of copies of the statement of additional information current SAI for the Trust is available from Fund free of charge to the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Fund shares held in each Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Funds' current prospectus prospectuses describing only the Classes of the Funds listed on Schedule B as the Company may reasonably request. 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, and the Company shall bear the expense of printing copies of the Contract's prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Underwriter shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustUnderwriter's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Funds' prospectuses printed together in one document (such printing of the Funds' prospectuses for existing Contract owners to be at the Underwriter's expense, In the event that Company determines to have the prospectus and/or periodic shareholder reports for the Contracts and the Fund's prospectus and/or periodic reports to shareholders printed together in one document; in , the Fund, its designee or the Underwriter shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such case at as composition and document layout costs) for those pages that contain the CompanyFund's expenseprospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. Company shall use its best efforts to minimize such printing costs. 3.2. The Trust's prospectus Funds' prospectuses shall state that the statement current Statements of additional information Additional Information ("SAI") for each Fund is available, and the Trust is available from Underwriter, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustUnderwriter shall provide the Company with information regarding each Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. Underwriter, at its expense, shall provide the Company with copies of its each Fund's proxy material, if maymaterials, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received, received in the same proportion as Trust shares Shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for received, so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset account in its own rightthe same proportion as Shares of such Fund for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.11.14. The Trust Underwriter Fund or its agent shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Fund’s current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund’s prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a the current prospectus set in type or in camera ready format or in electronic format at the Trust's expense Fund’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus or profile printed together in one document; in document (such case printing to be at the Company's ’s expense). 3.21.15. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (orFund, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract with Contract value allocated to a Designated Portfolio who requests such SAI. 1.16. 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 Trust's discretion, the Prospectus shall state that such statement is available from the Trust), 3.3form provided. The TrustCompany 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. 1.17. The Fund, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and for distributing to Contract owners. If requested by the Trust Company in lieu thereof, the Fund shall bear provide such material, reports or other communications in “camera ready” format on diskette. The Company may request customized reports to shareholders, but such customized reports shall only be provided at the costs of printing and distributing them to existing Contract owners or participantsCompany’s expense. 3.41.18. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsin that Account; and (3iii) vote Trust Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio held in each Separate by an Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 1.19. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order (See Section 7.1) and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Subject to Section 6.1, at least annually, the Fund or the Underwriter shall timely provide the Company, at the Trust's expense, Company with as many copies of the Trust's such Fund’s current prospectus Prospectuses (or supplement thereto), as the Company may reasonably requestrequest for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation (or, in the case of Prospectus supplements, when the supplement is disseminated). To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). . The Fund shall bear the expense of printing copies of the current summary prospectus and statutory prospectus, and any supplement thereto if requested by existing Contract owners, for the Contracts that will be distributed by the Company to existing Contract owners. The Company will distribute the prospectus to existing Contract owners and will ▇▇▇▇ the Fund for the reasonable cost of such distribution. The Fund shall provide the Company and the Company shall bear the expense of printing copies of the applicable Fund’s Prospectuses (describing only the Designated Portfolio(s)) and any supplement thereto, as the Company may reasonably request that are used in connection with offering the Contracts issued by the Company to prospective purchasers . If requested by the Company in lieu thereof, the Trust applicable Fund shall provide such documentation (including a final copy of a current the final summary and/or statutory prospectus set in type electronic format at the Trust's expense such Fund’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's summary prospectus for such Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust such Fund’s new prospectus printed bound together in one document; document in such accordance with applicable law, in which case at the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide the Company with a copy of the Fund’s prospectus through electronic means to facilitate the Company's expense’s efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund. The Company shall deliver any summary prospectuses to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Company shall not circulate or furnish to any investor any Prospectuses that have been withdrawn or supplemented, except in the latter case with the appropriate supplements. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (oror the applicable Fund), in at its expense, shall provide a reasonable number of copies of the Trust's discretion, current SAI for such Fund free of charge to the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The Trustapplicable Fund shall provide the Company with information regarding such 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 applicable Fund. 3.4. The applicable Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the he Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Fund shares held in each Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 The Company shall be responsible for assuring that each of their separate accounts Account participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission applicable Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Distributor shall provide at all times the Company, at the Trust's expense, Company with as many copies of the Trust's current prospectus prospectus, statement of additional information or any supplement thereto, or other shareholder communication applicable to a Fund, including any amendments to the Trust's registration statement as well as annual and semi-annual reports and proxy statements: (a) in the case of prospectuses, statements of additional information and/or supplements, annual and semi-annual reports and proxy statements, when they are effective, and (b) in the case of amendments to its registration statement or other shareholder communications, when such amendments are filed with the SEC (whether effective or not). In all cases the Trust agrees to make a good faith effort to provide to the Company, at no expense to the Company, these documents on a timely basis whereby Company is able to meet applicable regulatory deadlines. The Trust will make reasonable efforts to provide the Company with as much notice as is reasonably possible when contemplating a change to its filed documents with the SEC. The Distributor shall provide, free of charge, the Company with as many printed copies of the Trust's current prospectus, Statement of Additional Information (as well as any supplements thereto) and any other shareholder communication (describing only the designated Funds listed on Schedule A) and/or, to the extent existing, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including camera-ready film or an electronic file in a final copy of a current prospectus set in type at format acceptable to the Company containing the Trust's expense prospectus and Statement of Additional Information (as well as supplements thereto) and reports, and such other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus and/or Statement of Additional Information for the Trust is amended more frequentlyor supplemented during the year) for the prospectus and Statement of Additional Information and twice a year for reports, to have the new prospectus for the Contracts and the Trust new Trust's prospectus printed together in one document; , to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in one document, or reports of the Trust or any other investment option under the Contract printed together in one document. Alternatively, the Company may print the Trust's documents in combination with other fund companies' documents. In such case at event, the Trust shall bear its pro rata share of printing and distribution expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than ten business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. In the event the Trust's shareholder documents are not provided in a timely manner, the Distributor shall pay any out-of-pocket expenses, such as overtime printing or mailing surcharges, reasonably incurred by the Company in timely filing or delivering such documents. Except as provided in this Agreement, all expenses of printing and distributing the Trust's shareholder documents to prospective shareholders shall be the expense of the Company. For prospectuses, Statements of Additional Information, supplements thereto and other shareholder communications, provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act (or on a more frequent basis if the Trust makes a filing with respect to its registration statement), the cost of printing, typesetting, mailing and other distribution-related costs shall be borne by the Trust. The Company agrees to provide the Trust or its designee with such information as may be reasonably requested by the Trust to assure that the Trust's expenseexpenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Trust's prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from available, and the Trust Underwriter (oror the Distributor, in at their own expense shall provide a reasonable number of copies of such Statement of Additional Information free of charge to the Trust's discretion, the Prospectus shall state Company for itself or for any Contract owner that requests such statement is available from the Trust),SAI. 3.3. The Trust, at At its expense, the Trust shall provide the Company with copies of its the Trust's proxy material, if maystatements, reports to shareholders shareholders, and other required shareholder communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantities quantity as the Company may shall reasonably require and for distributing to Contract owners. The Trust and/or the Trust Distributor shall bear the costs of printing mailing, delivering and distributing them other distribution-related costs these documents to existing Contract owners or participantsowners. Such delivery may be accomplished through electronic means subject to the standards prescribed by the SEC. 3.4. The Trust hereby notices the Company that it is appropriate If and to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner or participants: (2i) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3ii) vote Trust shares held in each Separate Account for which no timely instructions have been received, received in a particular separate account in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed Shared Exemptive Order and Shared Funding Order. The consistent with any reasonable standards the Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Ordermay adopt. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act). Further, the Trust will act in accordance with the CommissionSEC's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7. If and during the time as the Trust engages in activities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Funds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3. This text is hidden, do not remove. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund'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. The Fund shall bear the expense of printing the Fund's prospectus that will be distributed to existing Contract owners. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type electronic format at the TrustFund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in such case at document with prospectuses of other funds offered through the Company's expenseVariable Insurance Products. The Fund is responsible for its share of printing costs for the combined funds prospectus based on pro-rata page count. 3.2. The Trust's prospectus Underwriter (or the Fund), at its expense, shall state that provide a reasonable number of copies of the statement of additional information current SAI for the Trust is available from Fund free of charge to the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.Contract

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Fund or its agent shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Fund’s current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund’s prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a the current prospectus set in type or in camera ready format or in electronic format at the Trust's expense Fund’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus or profile printed together in one document; in document (such case printing to be at the Company's ’s expense). 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (orFund, in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract with Contract value allocated to a Designated Portfolio who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and for distributing to Contract owners. If requested by the Trust Company in lieu thereof, the Fund shall bear the costs of printing and distributing them to existing Contract owners provide such material, reports or participants. 3.4other communications in “camera ready” format on diskette. The Trust hereby notices Company may request customized reports to shareholders, but such customized reports shall only be provided at the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingCompany’s expense. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsin that Account; and (3iii) vote Trust Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio held in each Separate by an Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order (See Section 7.1) and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Funds' current prospectus prospectuses as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectuses and profiles (fact sheets) for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund prospectuses and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Funds shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new prospectus Funds' prospectuses printed together in one document; in document [(such case printing of the Funds' prospectuses and profiles for existing Contract owners to be at the CompanyFund's or Underwriter's expense). 3.2. The TrustEach Fund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustEach Fund shall provide the Company with reasonable 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. Each Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund'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 for the Fund that will be distributed to existing and prospective Contract owners whose contracts are funded by the Fund's shares, and the Company shall bear the expense of printing copies of the Contract's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing of the Fund's prospectus and profiles for existing and prospective Contract owners whose contracts are funded by the Fund's shares to be at the CompanyFund's or Underwriter's expense). In such event, the Underwriter or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) for those pages that contain the Fund's prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 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 TrustFund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final camera-ready copy of a current prospectus set in type at the Trust's expense its prospectus) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Trust’s prospectus printed together in one document; in or more documents (such case printing and distribution, including postage, to be at the Trust’s or Underwriter’s expense for existing Contract owners and at the Company's expense’s expense for prospective Contract owners and for any changes required by the Company). For purposes of Articles III and IV, (a) the term “prospective” is defined as a potential new Contract owner with no value allocated to a Fund; and (b) the term “existing” is defined as a current Contract owner with value allocated to one or more Funds at the time of the scheduled Fund prospectus annual update mailing (i.e. “evergreen prospectus only”). 3.2. 3.2 The Trust's ’s prospectus shall state that the statement Statement of additional information Additional Information (the “Statement”) for the Trust is available from the Trust Underwriter or its designee (or, or in the Trust's ’s discretion, the Prospectus shall state that such statement Statement is available from the Trust),, and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, proxy material and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and for distribution to the Trust shall bear Contract owners, such distribution, including postage, to be at the costs expense of printing and distributing them to existing Contract owners the Underwriter or participantsTrust. 3.4. 3.4 The Company shall vote all Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent shares as required by law and the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract ownersShared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any segregated asset separate account in its own right, to the extent permitted by lawlaw and the Shared Funding Exemptive Order. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies all legal requirements and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Exemptive Order. 3.6. 3.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act). Further, the Trust will act in accordance with the Securities and Exchange Commission's ’s interpretation of the requirements of Section I6(a16(a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission may promulgate with respect thereto. 3.6 It is understood and agreed that, except with respect to information regarding the Company provided in writing by the Company, the Company shall not be responsible for the content of the Trust’s prospectus or Statement. It is also understood and agreed that, except with respect to information regarding the Trust, Underwriter or the Funds provided in writing by the Trust, Underwriter or the Funds, neither the Trust, the Underwriter nor the Funds are responsible for the content of the Contract prospectus or the Statement of Additional Information for the Contracts.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus describing the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Contract prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing of the Fund's prospectus for existing Contract owners to be at the CompanyFund's or Underwriter's expense) In the event that Company determines to have the prospectus and/or periodic shareholder reports for the Contracts and the Fund's prospectus and/or periodic reports to shareholders printed together in one document the Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) for those pages that contain the Funds' prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; in such case at the Company's expense. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust), 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) : solicit voting instructions from Contract owner owners or participants: (2) ; vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) and vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.)

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the CompanyCompany at least one (1) complete copy of all SEC registration statements, at the Trust's expense, with as many copies of the Trust's current prospectus as prospectus, reports, any preliminary and final proxy material, and all amendments to any of the Company may reasonably requestforegoing that relate to the Trust contemporaneously with the filing of such documentation with the SEC or other regulatory authority. If requested by the Company in lieu thereof, the The Trust shall provide such documentation including a final copy of a current prospectus set in type a camera ready copy at the Trust's expense expense, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; . The trust shall provide such copies to the Company in a timely manner so as to enable the Company to print and distribute such case at materials within the Company's expensetime required by law. The Underwriter will provide the Company with a complete copy of an application to the SEC for exemptive or approval orders or any requests to the SEC staff for "no-action" positions (or similar filings with other regulatory agencies) that relate in any way to this Agreement prior to their being filed. Where appropriate, the Underwriter will provide the Company the opportunity to comment on the proposed filing. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust Company shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's Commission~ s interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Fund’s current prospectus describing the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus for the Fund that will be distributed to existing and prospective Contract owners, and the Company shall bear the expense of printing copies of the Contract’s prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund or the Underwriter shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in . In such case at event, the Company's expenseFund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) for those pages that contain the Fund’s prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. Company shall use best efforts to minimize such printing costs. 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund or the Underwriter shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter’s expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter shall provide the Company, at the TrustCompany's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; in such case at the Company's expense. 3.2. 3.2 The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust Company shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. 3.4 The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. 3.5 To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. 3.6 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that the Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; in such case at the CompanyTrust's expense. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) (a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7. Trust and Underwriter agree to provide Company all Trust proxies, reports, and prospectuses (including supplements) in HTML, PDF and hard copy in final form no later than 15 calendar days before they must be mailed: Reports - February 13th and August 14th, Prospectuses - April 15th. Trust will customize prospectuses (including supplements), reports and proxies to include only fund(s) offered in each Company's product.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Company will bear the printing costs (or duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following Company (or individual Fund) documents, and any supplements thereto, to existing Contract owners of the Insurance Company whose Contract values are invested in the Company: (i) prospectuses and statements of additional information; (ii) annual and semi-annual reports; and (iii) proxy materials. 3.2. The Insurance Company will submit any bills for printing, duplicating and/or mailing costs, relating to the Company documents described above, to Company for reimbursement by the Company. The Insurance Company shall monitor such costs and shall use its best efforts to control these costs. The Insurance Company will provide the CompanyCompany (or INVESCO) on a semi-annual basis, at or more frequently as reasonably requested by the Trust's expenseCompany (or INVESCO), with as many copies a current tabulation of the Trust's current prospectus as number of existing Contract owners of the Insurance Company whose Contract values are invested in the Company. This tabulation will be sent to the Company may reasonably request(or INVESCO) in the form of a letter signed by a duly authorized officer of the Insurance Company attesting to the accuracy of the information contained in the letter. If requested by the Company in lieu thereofInsurance Company, the Trust Company shall provide such documentation (including a final copy of a current the Company's prospectus as set in type at the Trust's expense or in camera-ready copy) and other assistance as is reasonably necessary in order for the Insurance Company at least annually (or more frequently if to print together in one document the Trust's prospectus is amended more frequently) to have the new current prospectus for the Contracts and Company and/or the Trust new prospectus prospectuses of other investment companies available for purchase by the Accounts. In the event that such prospectuses are printed together in one document; in such case at , the costs of printing and mailing copies of the document shall be allocated based on the Company's expenseshare of the total costs determined according to the number of pages of the parties' and other investment companies' respective portions of the document. 3.23.3. The Trust's Company will provide, at its expense, the Insurance Company with the following Company (or individual Fund) documents, and any supplements thereto, with respect to prospective Contract owners of the Insurance Company, and Insurance Company shall bear the expense of printing and mailing such documents: (i) camera ready copy of the current prospectus shall state that for printing by the Insurance Company; (ii) a copy of the statement of additional information suitable for duplication; and (iii) camera ready copy of the Trust is available from annual and semi-annual reports for printing by the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust), 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders and other communications to shareholders in such quantities as the Company may reasonably require and the Trust shall bear the costs of printing and distributing them to existing Contract owners or participantsInsurance Company. 3.4. The Trust hereby notices the Company that it is appropriate If and to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law law, the Insurance Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Company shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Company shares held in each Separate Account for which no timely instructions have been received, received in the same proportion as Trust Company shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.received:

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's 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 Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in document (such case 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 Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 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 TrustFund, at its or the Underwriter’s expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's 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 for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund’s prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended and the complete prospectus is amended more frequentlyre-filed with the SEC) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in document (such case printing of the Fund’s prospectus for existing Contract owners to be at the Company's Fund’s or Underwriter’s expense). 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the TrustCompany's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide provide, at the Trust's expense, such documentation including a final copy of a current prospectus set in type at type, a computer disk or other medium agreed to by the Trust's expense parties and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust new prospectus printed together with other prospectuses in one document; in such case at the Company's expense. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the require. The Trust shall bear the costs cost of printing distributing proxy material to existing Contract owners or participants and the Company shall bear the cost of distributing them reports to shareholder and other communications to shareholders to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding cross-referencing the discussion in the Trust's prospectus on the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit assist in the solicitation of voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act except (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(aa) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's ’s current prospectus as the Company may reasonably request. The Trust or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Trust that will be distributed to existing Contract owners whose contracts are funded by the Trust’s shares, and the Company shall bear the expense of printing copies of the Trust’s prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense ’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Trust’s prospectus printed together in one document; in document (such case printing of the Trust’s prospectus and profiles for existing Contract owners whose contracts are funded by the Trust’s shares to be at the Company's Trust’s or Underwriter’s expense). 3.2. The Trust's ’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust is available from available, and the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from or the Trust),, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. Upon the reasonable request of the Company, the Trust shall provide the Company with information regarding the Trust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Trust, at its or the Underwriter’s expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final camera-ready copy of a current prospectus set in type at the Trust's expense its prospectus) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Trust's prospectus printed together in one document; or more documents. The cost of printing prospectuses for the Contracts and the Trust for delivery in such case connection with the offering and sale of new Contracts will be at the Underwriter's expense. Printing of prospectuses for other purposes will be at the Company's expense. The Company will bear the expense of mailing prospectuses to new purchasers of Contracts. 3.2. 3.2 The Trust's prospectus Prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from the Trust Underwriter or its designee (or, or in the Trust's discretion, the Prospectus shall state that such statement Statement is available from the Trust),, and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Company and free of charge to any owner of a Contract or prospective owner who requests such Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, proxy material and other communications to shareholders in such quantities quantity as the Company may shall reasonably require for distribution to the Contract owners, such distribution shall be at the expense of the Trust, provided that the Trust and the Trust Company shall bear their proportional share of the costs distribution expenses of printing any report containing both the Trust's and distributing them to existing Contract owners or participantsthe Accounts' financial reports. 3.4. 3.4 The Company shall vote all Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent shares as required by law and the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract ownersShared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any segregated asset separate account in its own right, to the extent permitted by lawlaw and the Shared Funding Exemptive Order. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies all legal requirements and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Exemptive Order. 3.6. 3.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings Act (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(aa) with respect to periodic elections of Trustees trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final camera-ready copy of a current prospectus set in type at the Trust's expense its prospectus) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Trust's prospectus printed together in one document; or more documents. The cost of printing prospectuses for the Contracts and the Trust for delivery in such case connection with the offering and sale of new Contracts will be at the Underwriter's expense. Printing of prospectuses for other purposes will be at the Company's expense. The Company will bear the expense of mailing prospectuses to new purchasers of Contracts. 3.2. 3.2 The Trust's prospectus Prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from the Trust Underwriter or its designee (or, or in the Trust's discretion, the Prospectus shall state that such statement Statement is available from the Trust),, and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Company and free of charge to any owner of a Contract or prospective owner who requests such Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, proxy material and other communications to shareholders in such quantities quantity as the Company may shall reasonably require for distribution to the Contract owners, such distribution shall be at the expense of the Trust, provided that the Trust and the Trust Company shall bear their proportional share of the costs distribution expenses of printing any report containing both the Trust's and distributing them to existing Contract owners or participantsthe Accounts' financial reports. 3.4. 3.4 The Company shall vote all Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent shares as required by law and the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract ownersShared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any segregated asset separate account in its own right, to the extent permitted by lawlaw and the Shared Funding Exemptive Order. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies all legal requirements and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Exemptive Order. 3.6. 3.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act the (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(aa) with respect to periodic elections of Trustees trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Distributor shall provide the Company, at the Trust's expense, Company with as many printed copies of the Trust's ’s current prospectus prospectus, Statement of Additional Information, proxy statements, annual reports and semi annual reports of each Fund listed on Schedule A (and no other Fund), and any supplements or amendments to any of the foregoing, as the Company may reasonably request. If requested by the Company in lieu thereofof the foregoing printed documents, the Trust shall provide such documentation including documents in camera-ready film or an electronic file in a final copy of a current prospectus set in type at format acceptable to the Trust's expense Company, and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus prospectus(es) for the Contracts Contracts, and the Trust new prospectus Trust’s prospectus, printed together in one document; document Alternatively, the Company may print the Trust’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. In such case at event, the Company's expenseTrust shall bear its pro rata share of printing expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners. The cost of such documents shall be allocated in accordance with Schedule E attached to this Agreement. The Company agrees to provide the Trust or its designee with such information as may be reasonably requested by the Trust to assure that die Trust’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information Other than those actually distributed to existing owners of the Contracts. 3.2. The Trust's ’s prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from the Trust Underwriter Distributor or the Company (or, or in the Trust's ’s discretion, the Prospectus shall state that such statement Statement is available from the Trust),. 3.3. The Trust, at At its expense, the Trust shall provide the Company with copies of its the Trust’s proxy material, if may, reports to shareholders and other communications statements to shareholders in such quantities quantity as the Company may shall reasonably require and for distributing to Contract owners. Such delivery may be accomplished through electronic means subject to the Trust shall bear standards prescribed by the costs of printing and distributing them to existing Contract owners or participantsSEC. 3.4. The Trust hereby notices the Company that it is appropriate If and to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1i) distribute proxy materials applicable to the Funds to eligible Contract owners; (ii) solicit voting instructions from Contract owner or participants:owners; (2iii) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iv) vote Trust shares held in each Separate Account for which no timely instructions have been received, received in a particular separate account in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for in that separate account, so long as and to the extent that the SBC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed Shared Exemptive Order and Shared Funding Order. The consistent with any reasonable standards the Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Ordermay adopt. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act). Further, the Trust will act in accordance with the Commission's SBC’s interpretation of the requirements of Section I6(a16(a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7. If and during the time as the Trust engages in activities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Funds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus describing the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Contract's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing of the Fund's prospectus and profiles for existing Contract owners to be at the CompanyFund's or Underwriter's expense). With respect to any prospectuses of the Portfolio's that are printed in combination with any one or more Contract prospectus or with any one or more prospectus of other investment vehicles (the "Prospectus Booklet"), the costs of printing Prospectus Booklets for distribution to existing Contract owners shall be prorated to the Company based on (a) the ratio of the number of pages of the prospectus for the Portfolio included in the Prospectus Booklet to the number of pages in the Prospectus Booklet as a whole; and (b) the ratio of the number of the Contract owners with Contract value allocated to the Portfolio to the total number of Contract owners; provide, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Portfolio. 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Company's Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; in such case at the Company's Trust's expense. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust Company shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by applicable law the Company shall: (1) solicit voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the TrustCompany's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; in such case at the Company's expense. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust Company shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses or offering memoranda or other disclosure document pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.15.1 The Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law. All mailing costs incurred as a result of Insurer's actions under this Section 5.1 shall be borne by the Insurer. 5.2 The Trust Underwriter Distributor shall provide the Company, at the Trust's expense, Insurer with as many copies of the Trust's current prospectus of the Fund as the Company Insurer may reasonably request. If requested by the Company Insurer in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the Fund's prospectus as set in type at the Trust's expense or in camera-ready copy) and other assistance as is reasonably reasonable necessary in order for the Company at least annually (Insurer to either print a stand-alone document or more frequently if print together in one document the Trust's prospectus is amended more frequently) to have the new current prospectus for the Variable Contracts issued by the Insurer and the Trust new current prospectus printed together for the Fund, or a document combining the fund prospectus with prospectuses of other funds in one document; which the Variable Contracts may be invested. The fund shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners. The Insurer shall bear all mailing expenses, and the Fund or Distributor shall bear all printing expenses, incurred in such case connection with actions taken under this Section 5.2. 5.3 The Fund and the Distributor shall provide, at the CompanyFund's expense,such copies of the fund's current Statement of Additional Information ("SAI") as may reasonably be requested, to the Insurer and to any owner of a Variable Contract issued by the Insurer who requests such SAI. 3.2. 5.4 The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust), 3.3. The TrustFund, at its expense, shall provide the Company Insurer with copies of its proxy materialmaterials, if mayperiodic reports to shareholders, and other communications to shareholders in such quantity as the Insurer shall reasonably require for purposes of distributing to owners of Variable Contracts issued by the Insurer. The Fund shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantities quantity as the Company may Insurer shall reasonably require request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Fund shall provide such documentation (including a final copy of the Fund's proxy materials, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer. The Insurer shall bear all mailing expenses, and the Trust fund or Distributor shall bear all printing expenses, incurred in connection with actions taking under this Section 5.4 5.5 For so long as the costs SEC interprets the 1940 ACT to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 ACT, the Insurer shall vote shares of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices each Portfolio of the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares Fund held in each a Separate Account or a subaccount thereof, whether or not registered under the 1940 ACT, at regular and special meetings of the Fund in accordance with instructions timely received by the Insurer (or its designated agent) from Contract owners of Variable Contracts funded by such Separate Account or participants; and (3) subaccount thereof having a voting interest in the Portfolio. The Insurer shall vote Trust shares of a Portfolio of the Fund held in each a Separate Account for or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions have been are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as Trust shares the votes cast by owners of such Fund for which Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Portfolio from whom instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract ownerstimely received. The Company reserves Insurer shall vote shares of each Portfolio of the right to vote Trust shares Fund held in any segregated asset account in its own rightgeneral account, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating if any, in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and same proportion as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) votes cast with respect to periodic elections shares of the Portfolio held in all Separate Accounts of the Insurer or subaccounts thereof, in the aggregate. 5.6 During such time as the Fund engages in Mixed Funding or Shared Funding, the Fund shall disclose in its prospectus that (1) the Fund is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board of Trustees of the Fund will monitor events in order to identify the existence of any material irreconcilable conflicts and with whatever rules to determine what action, if any, should be taken in response to any such conflict. The fund hereby notifies the Commission Insurer that prospectus disclosure may promulgate with respect theretobe appropriate regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.13.1 The Underwriter, at its expense, shall provide the Company with as many copies of a Fund’s current Disclosure Documents in such quantity as the Company shall reasonably require for purposes of distributing to owners of variable annuity contracts and variable life insurance policies (“Variable Contracts”) supported wholly or partially by the Account issued by the Company in connection with the offerings and transactions contemplated by this Agreement. The Trust In addition, the Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's current prospectus as the Company may reasonably requestFunds’ proxy materials that are required to be sent. If requested by the Company in lieu thereof, the Trust Underwriter shall provide such documentation (including a final copy of a current the new prospectus as set in type at the Trust's expense or in camera-ready copy) and provide other assistance as is may be reasonably necessary in order for the Company at least annually (to either print a stand-alone document or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust new prospectus printed print together in one document; document the current Prospectus for the Variable Contracts issued by the Company and the current Prospectus for the Fund, or a document combining the Fund Prospectus with Prospectuses of other funds in which the Variable Contracts may be invested (such case printing of the Disclosure Documents to be at the Company's Underwriter’s expense). 3.2. The Trust's 3.2 A Fund’s prospectus shall state that the statement of additional information current SAI for the Trust Fund is available from available, and the Trust Underwriter (orUnderwriter, in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretionCompany for itself and for any owner of a Contract who requests such SAI. 3.3 Upon the reasonable request of the Company, the Prospectus Underwriter shall state that such statement is available from provide the Trust),Company with information regarding a 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. 3.3. 3.4 The TrustUnderwriter, at its expense, shall provide the Company Company, or its designee, with copies of its a Fund’s proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and for distributing, at the Trust shall bear the costs of printing and distributing them Company’s expense, to existing Contract owners or participantsowners. 3.4. 3.5 The Trust hereby notices Company shall perform, or cause its designee to perform, the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shallfollowing: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires pass-to require pass- through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Fund or its agent shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Fund’s current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to prospective 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. The Fund shall bear the cost of printing the prospectus for existing Contract owners. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a the current prospectus set in type or in camera ready format or in electronic format at the Trust's expense Fund’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus or profile printed together in one document; in document (such case printing to be at the Company's expense’s expense for prospectuses distributed to prospective Contract owners but with the Fund bearing the expense for printing prospectuses to be distributed to existing Contract owners holding Fund shares). 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (orFund, in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract with Contract value allocated to a Designated Portfolio who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4holding Fund shares. The Trust hereby notices If requested by the Company that it is appropriate to include in lieu thereof, the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingFund shall provide such material, reports or other communications in “camera ready” format on diskette. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsin that Account; and (3iii) vote Trust Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio held in each Separate by an Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Fund shall bear the expense for proxy solicitation including any printing or distribution costs. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order (See Section 7.1) and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Fund’s current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund’s prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in document (such case printing of the Fund’s prospectus for existing Contract owners to be at the Company's Fund’s or Underwriter’s expense). 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAT) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the TrustCompany's expense, with as many copies of the Trust's current prospectus as the Company may reasonably requestrequest for use with prospective contract owners and applicants. The Underwriter shall print and distribute, at the Trust's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing Contract owners or participants. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; in such case at the Company's expenseTrust shall bear its share of expenses as described above. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter or alternatively from the Company (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),, and the Underwriter (or the Trust) shall provide such statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such statement or, at the Company's expense, to any prospective Contract owner and applicant who requests such statement. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust Company shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's 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 Company in lieu thereof, the Trust Underwriter shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in document (such case 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 Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. Upon the reasonable request of the Company, the Underwriter shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The TrustUnderwriter, at its or the Fund’s expense, shall provide the Company with copies of its the Fund’s proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 The Company and its agents shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation not oppose or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance interfere with the Commission's interpretation solicitation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretoproxies for Fund shares held for such Contract owners.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus as the Company may reasonably request. The Fund shall bear the expense of printing copies of the Fund's current prospectus for the Contracts that will be distributed to existing Contract owners who have allocated Contract value to a Designated Portfolio, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type electronic format at the TrustFund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; . The expenses of such printing shall be apportioned between (a) the Company and (b) the Fund or its designee in proportion to the number of pages of the Contract and Designated Portfolios' prospectuses, with the Fund or its designee to contribute a maximum of $5,000 annually in aggregate towards the expenses of printing such case at a combined document to existing Contract owners who have allocated Contract value to a Designated Portfolio. Any additional expenses shall be borne by the Company's expense. Additionally, the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers. 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (or, in or the Trust's discretion, the Prospectus shall state that such statement is available from the TrustFund), 3.3. The Trust, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. The Fund shall provide the Company with copies information regarding the Fund's expenses, which information may include a table of its proxy materialfees 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, if may, reports to shareholders and other communications to shareholders which notice will describe in such quantities as detail the manner in which the Company proposes to modify the information, and agrees that it may reasonably require and not modify such information in any way without the Trust shall bear prior consent of the costs of printing and distributing them to existing Contract owners or participantsFund. 3.4. The Trust hereby notices Fund will pay or cause to be paid the Company that it is appropriate expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to include in Contract owners with respect to proxies related to the prospectuses pursuant to which Fund, consistent with applicable provisions of the contracts are offered disclosure regarding the potential risks of mixed and shared funding1940 Act. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Fund shares held in each Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent The Company reserves the right to vote Fund shared held in its general account in its own right, right to the extent permitted by lawapplicable laws. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus as the Company may reasonably request. The Fund shall bear the expense of printing copies of the Fund’s current prospectus for the Contracts that will be distributed to existing Contract owners who have allocated Contract value to a Designated Portfolio, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type electronic format at the TrustFund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; . The expenses of such printing shall be apportioned between (a) the Company and (b) the Fund or its designee in proportion to the number of pages of the Contract and Designated Portfolios' prospectuses, with the Fund or its designee to contribute a maximum of $5,000 annually in aggregate towards the expenses of printing such case at a combined document to existing Contract owners who have allocated Contract value to a Designated Portfolio. Any additional expenses shall be borne by the Company's expense. Additionally, the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers. 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (or, in or the Trust's discretion, the Prospectus shall state that such statement is available from the TrustFund), 3.3. The Trust, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its proxy materialfees 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, if may, reports to shareholders and other communications to shareholders which notice will describe in such quantities as detail the manner in which the Company proposes to modify the information, and agrees that it may reasonably require and not modify such information in any way without the Trust shall bear prior consent of the costs of printing and distributing them to existing Contract owners or participantsFund. 3.4. The Trust hereby notices Fund will pay or cause to be paid the Company that it is appropriate expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to include in Contract owners with respect to proxies related to the prospectuses pursuant to which Fund, consistent with applicable provisions of the contracts are offered disclosure regarding the potential risks of mixed and shared funding1940 Act. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Fund shares held in each Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent the Company reserves the right to vote Fund shares held in its general account in its own right, right to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Orderapplicable laws. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final camera ready copy of a current prospectus set in type at the Trust's expense its prospectus) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus or private placement memorandum for the Contracts and the Trust new Trust's prospectus (and, at the Company's option, prospectuses for other funds underlying the Contract) printed together in one document; in or more documents (such case printing to be at the Company's expense). 3.2. 3.2 The Trust's prospectus Prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from the Trust Underwriter or its designee (or, or in the Trust's discretion, the Prospectus shall state that such statement Statement is available from the Trust),, and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, 5 reports to shareholders shareholders, proxy material and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and for distribution to the Trust shall bear Contract owners, such distribution to be at the costs expense of printing and distributing them to existing Contract owners or participantsthe Company. 3.4. 3.4 The Company shall vote all Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent shares as required by law and the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract ownersShared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any segregated asset separate account in its own right, to the extent permitted by lawlaw and the Shared Funding Exemptive Order. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies all legal requirements and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Exemptive Order. 3.6. 3.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act). Further, the Trust will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the TrustCompany's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide provide, at the Trust's expense, such documentation including a final copy of a current prospectus set in type at type, a computer disk or other medium agreed to by the Trust's expense parties and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust new prospectus printed together with other prospectuses in one document; in such case at the Company's expense. 3.2. The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the require. The Trust shall bear the costs cost of printing distributing proxy material to existing Contract owners or participants and the Company shall bear the cost of distributing them reports to shareholder and other communications to shareholders to existing Contract owners or participants. 3.4. The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding cross-referencing the discussion in the Trust's prospectus on the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit assist in the solicitation of voting instructions from Contract owner owners or participants:; (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.11.14. The Trust Underwriter Fund or its agent shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a the current prospectus set in type or in camera ready format or in electronic format at the TrustFund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus or profile printed together in one document; in document (such case printing to be at the Company's expense). 3.21.15. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (orFund, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract with Contract value allocated to a Designated Portfolio who requests such SAI. 1.16. 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 Trust's discretion, the Prospectus shall state that such statement is available from the Trust), 3.3form provided. The TrustCompany 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. 1.17. The Fund, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and for distributing to Contract owners. If requested by the Trust Company in lieu thereof, the Fund shall bear provide such material, reports or other communications in "camera ready" format on diskette. The Company may request customized reports to shareholders, but such customized reports shall only be provided at the costs of printing and distributing them to existing Contract owners or participantsCompany's expense. 3.41.18. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsin that Account; and (3iii) vote Trust Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio held in each Separate by an Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter Distributor shall provide the Company, at the TrustCompany's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide provide, at the Trust's expense, such documentation including a final copy of a current prospectus set in type at type, a computer disc or other medium agreed to by the Trust's expense parties and other assistance as is reasonably necessary in order for the Company at least to print the prospectus annually (or more frequently if the Trust's prospectus is amended more frequently) to have ), in which case the new prospectus Trust shall reimburse the Company for the Contracts cost of printing and distributing such prospectus to existing Contract owners or participants. The Company shall bear the Trust new cost of printing and distributing such prospectus printed together in one document; in such case at the Company's expenseto prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter Distributor (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require require. If requested by the Company in lieu thereof, the Trust shall provide, at the Trust's expense, such documentation, including final copies of current reports to shareholders and other communications to shareholders set in type, or a computer disc or in another medium agreed to by the parties and other assistance as is reasonably necessary in order for the Company to print the reports to shareholders and other communications to shareholders, in which case the Trust shall reimburse the Company for the cost of printing such materials. The Trust shall bear the costs cost of printing distributing proxy material, reports to shareholders and distributing them other communications to existing Contract owners or participants. 3.4. 3.4 The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding cross-referencing the discussion in the Trust's prospectus on the potential risks of mixed and shared funding. 3.5. 3.5 To the extent required by law the Company shall: (1a) solicit assist in the solicitation of voting instructions from Contract owner owners or participants:; (2b) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3c) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. 3.6 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Fund or its agent shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a the current prospectus set in type or in camera ready format or in electronic format at the TrustFund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus or profile printed together in one document; in document (such case printing to be at the Company's expense). 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (orFund, in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract with Contract value allocated to a Designated Portfolio who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4owners. The Trust hereby notices If requested by the Company that it is appropriate to include in lieu thereof, the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingFund shall provide such material, reports or other communications in "camera ready" format on diskette. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsin that Account; and (3iii) vote Trust Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio held in each Separate by an Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order (See Section 7.1) and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter shall Fund or CSAMSI will provide the CompanyCompany or its mailing agent, at the TrustFund's or its affiliate's expense, with as many copies of the Trust's current Fund prospectus for the Designated Portfolios as the Company may reasonably requestrequest for distribution, at the Company's expense, to prospective contractowners and applicants. The Fund or CSAMSI will provide the Company or its mailing agent, at the Fund's or its affiliate's expense, as many copies of said prospectus as necessary for distribution, at the Fund's or its affiliate's expense, to existing contractowners. If requested by the Company in lieu thereof, the Trust shall Fund or CSAMSI will provide such documentation including documentation, by computer diskette or other electronic transmission, a final copy of a such current prospectus set in type at the TrustFund's expense and other assistance as is reasonably necessary or its affiliate's expense, in order which case the Fund or its affiliate shall reimburse the Company for the reasonable cost incurred in the printing and said prospectus. 3.2 The Fund or CSAMSI will provide the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust new prospectus printed together in one document; in such case its mailing agent, at the CompanyFund's or its affiliate's expense. 3.2. The Trust's prospectus shall state that , with as many copies of the current Fund statement of additional information for the Trust is available from Designated Portfolios as the Trust Underwriter (orCompany may reasonably request for distribution, in at the TrustCompany's discretionexpense, to prospective contractowners and applicants. The Fund or CSAMSI will provide the Prospectus shall Company or its mailing agent, at the Fund's or its affiliate's expense, as many copies of said statement of additional information as necessary for distribution, at the Fund's or its affiliate's expense, to any existing contractowner who requests such statement of additional information or whenever state or federal law otherwise requires that such statement be provided. If requested by the Company in lieu thereof, the Fund or CSAMSI will provide such documentation, by computer diskette or other electronic transmission, a final copy of such current statement of additional information set in type at the Fund's or its affiliate's expense, in which case the Fund or its affiliate shall reimburse the Company for the reasonable cost incurred in the printing of said statement of additional information. 3.3 The Fund will provide written instructions to Participating Insurance Companies each time the Fund amends or supplements a Designated Portfolio's current prospectus or statement of additional information directing the Participating Insurance Companies as to whether the amendment or supplement is available from the Trust), 3.3to be provided (a) immediately to Contract owners who have Contract value allocated to a Designated Portfolios or (b) is to be held and combined with another Fund or Contract related mailing as permitted by applicable federal securities laws. The Trust, at its expense, shall Fund agrees that the instruction it gives the Company in each instance will be identical to the instruction it provides other Participating Insurance Companies. 3.4 The Fund or CSAMSI will provide the Company or its mailing agent, at the Fund's or its affiliate's expense, with as many copies of its the Fund proxy material, if mayany, reports to shareholders and other communications to shareholders for the Designated Portfolios in such quantities as the Company may reasonably require require. If requested by the Company in lieu thereof, the Fund or CSAMSI will provide such documentation, by computer diskette or other electronic transmission, a final copy of such proxy material, if any, reports to shareholders and other communications to shareholders set in type at the Trust Fund's or its affiliate's expense, in which case the Fund or its affiliate shall bear reimburse the costs Company for the reasonable cost incurred in the printing of printing said proxy material, reports and distributing them other communications. The Company will distribute, at the Fund's or its affiliate's expense, proxy materials, reports and other communications to existing Contract owners or participantscontractowners and tabulate the votes. 3.4. The Trust hereby notices the Company that it is appropriate 3.5 If and to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shallwill: (1a) solicit voting instructions from Contract owner or participants:contractowners; (2b) vote the Trust shares of the Designated Portfolios held in each Separate the Account in accordance with instructions received from Contract owners or participantscontractowners; and (3c) vote Trust shares of the Designated Portfolios held in each Separate the Account for which no timely instructions have been received, as well as shares it owns, in the same proportion as Trust shares of such Fund Designated Portfolio for which instructions have been received from the Company's Contract owners or participantscontractowners; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownerscontractowners. The Except as set forth above, the Company reserves the right to vote Trust Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their its separate accounts participating in the Trust Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by all legal requirements, including the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Exemptive Order. 3.6. 3.6 The Trust Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust Fund either will either provide for annual meetings (except to insofar as the extent that the Commission SEC may interpret Section 16 of the 1940 Act not to require such meetings) or or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Trust 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) of the 1940 Act). Further, the Trust Fund will act in accordance with the CommissionSEC's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission SEC may promulgate with respect thereto. 3.7 In the event the Fund initiates (i) a reorganization of the Fund as defined by Section 2 of the 1940 Act or (ii) a change in the name of the Fund or a Designated Portfolio, the Fund, the Adviser or CSAMSI, as they shall determine among themselves, shall reimburse Company for Company's reasonable internal and out-of-pocket costs associated with the aforementioned actions. Company agrees to use its best efforts to minimize any costs incurred under this Section and shall provide the Fund or its designated agent with acceptable documentation of any such costs incurred.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Fund’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 Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or the Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in document (such case printing for existing Contract owners to be at the Company's Fund’s or Underwriter’s expense). 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Fund shares held in each Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter Distributor shall provide the Company, Company at the TrustCompany's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide provide, at the Trust's expense, such documentation including a final copy of a current prospectus set in type at type, a computer disc or other medium agreed to by the Trust's expense parties and other assistance as is reasonably necessary in order for the Company at least to print the prospectus annually (or more frequently if the Trust's prospectus is amended more frequently) to have ), in which case the new prospectus Trust shall reimburse the Company for the Contracts cost of printing and distributing such prospectus to existing Contract owners or participants. The Company shall bear the Trust new cost of printing and distributing such prospectus printed together in one document; in such case at the Company's expenseto prospective Contract owners or participants. 3.2. 3.2 The Trust's prospectus shall state that the statement of additional information for the Trust is available from the Trust Underwriter Distributor (or, in the Trust's discretion, the Prospectus shall state that such statement is available from the Trust),. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if mayany, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require require. If requested by the Company in lieu thereof, the Trust shall provide, at the Trust's expense, such documentation, including final copies of current reports to shareholders and other communications to shareholders set in type, or a computer disc or in another medium agreed to by the parties and other assistance as is reasonably necessary in order for the Company to print the reports to shareholders and other communications to shareholders, in which case the Trust shall reimburse the Company for the cost of printing such materials. The Trust shall bear the costs cost of printing distributing proxy material, reports to shareholders and distributing them other communications to existing Contract owners or participants. 3.4. 3.4 The Trust hereby notices notifies the Company that it is appropriate to include in the prospectuses pursuant to which the contracts Contracts are offered disclosure regarding cross-referencing the discussion in the Trust's prospectus on the potential risks of mixed and shared funding. 3.5. 3.5 To the extent required by law the Company shall: (1a) solicit assist in the solicitation of voting instructions from Contract owner owners or participants:; (2b) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3c) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. 3.6 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus, if any, for the Fund that will be distributed to existing and prospective Contract owners, and the Company shall bear the expense of printing copies of the Contract prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing of the Fund's prospectus and profiles for existing Contract owners to be at the CompanyFund's or Underwriter's expense, provided, however, that such expense shall not exceed the cost the Fund or the Underwriter otherwise would incur to print the prospectuses). 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 Transfer Agent, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include invested in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingFund. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Distributor shall provide at all times the Company, at the Trust's expense, Company with as many copies of the Trust's current prospectus prospectus, statement of additional information or any supplement thereto, or other shareholder communication applicable to a Fund, including any amendments to the Trust's registration statement as well as annual and semi-annual reports and proxy statements: (a) in the case of prospectuses, statements of additional information and/or supplements, annual and semi-annual reports and proxy statements, when they are effective, and (b) in the case of amendments to its registration statement or other shareholder communications, when such amendments are filed with the SEC (whether effective or not). In all cases the Trust agrees to make a good faith effort to provide to the Company, at no expense to the Company, these documents on a timely basis whereby Company is able to meet applicable regulatory deadlines. The Trust will make reasonable efforts to provide the Company with as much notice as is reasonably possible when contemplating a change to its filed documents with the SEC. The Distributor shall provide, free of charge, the Company with as many printed copies of the Trust's current prospectus, Statement of Additional Information (as well as any supplements thereto) and any other shareholder communication (describing only the designated Funds listed on Schedule A) and/or, to the extent existing, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation including camera-ready film or an electronic file in a final copy of a current prospectus set in type at format acceptable to the Company containing the Trust's expense prospectus and Statement of Additional Information (as well as supplements thereto) and reports, and such other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus and/or Statement of Additional Information for the Trust is amended more frequentlyor supplemented during the year) for the prospectus and Statement of Additional Information and twice a year for reports, to have the new prospectus for the Contracts and the Trust new Trust's prospectus printed together in one document; , to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in one document, or reports of the Trust or any other investment option under the Contract printed together in one document. Alternatively, the Company may print the Trust's documents in combination with other fund companies' documents. In such case at event, the Trust shall bear its pro rata share of printing and distribution expenses based on the number of combined printed pages. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than ten business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. In the event the Trust's shareholder documents are not provided in a timely manner, the Distributor shall pay any out-of-pocket expenses, such as overtime printing or mailing surcharges, reasonably incurred by the Company in timely filing or delivering such documents. Except as provided in this Agreement, all expenses of printing and distributing the Trust's shareholder documents to prospective shareholders shall be the expense of the Company. For prospectuses, Statements of Additional Information, supplements thereto and other shareholder communications, provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act (or on a more frequent basis if the Trust makes a filing with respect to its registration statement), the cost of printing, typesetting, mailing and other distribution-related costs shall be borne by the Trust. The Company agrees to provide the Trust or its designee with such information as may be reasonably requested by the Trust to assure that the Trust's expenseexpenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 3.2. The Trust's prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from available, and the Trust Underwriter (oror the Distributor, in at their own expense shall provide a reasonable number of copies of such Statement of Additional Information free of charge to the Trust's discretion, the Prospectus shall state Company for itself or for any Contract owner that requests such statement is available from the Trust),SAI. 3.3. The Trust, at At its expense, the Trust shall provide the Company with copies of its the Trust's proxy material, if maystatements, reports to shareholders shareholders, and other required shareholder communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantities quantity as the Company may shall reasonably require and for distributing to Contract owners. The Trust and/or the Trust Distributor shall bear the costs of printing mailing, delivering and distributing them other distribution-related costs these documents to existing Contract owners or participantsowners. Such delivery may be accomplished through electronic means subject to the standards prescribed by the SEC. 3.4. The Trust hereby notices the Company that it is appropriate If and to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner or participants: (2i) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3ii) vote Trust shares held in each Separate Account for which no timely instructions have been received, received in a particular separate account in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. 3.5. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed Shared Exemptive Order and Shared Funding Order. The consistent with any reasonable standards the Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Ordermay adopt. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act). Further, the Trust will act in accordance with the CommissionSEC's interpretation of the requirements of Section I6(a16(a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission may promulgate with respect thereto. 3.7. If and during the time as the Trust engages in activities that require a Shared Exemptive Order, the Trust shall disclose in its prospectus or Statement of Additional Information that (1) the Funds are intended to be funding vehicles for variable annuity and variable life insurance contracts offered by various insurance companies, (2) material irreconcilable conflicts possibly may arise, and (3) the Board will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Trust hereby notifies the Company that prospectus or Statement of Additional Information disclosure may be appropriate regarding potential risks of offering shares of the Funds to separate accounts funding Contracts of unaffiliated life insurance companies.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final camera ready copy of a current prospectus set in type at the Trust's expense its prospectus) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus or private placement memorandum for the Contracts and the Trust new Trust's prospectus (and, at the Company's option, prospectuses for other funds underlying the Contract) printed together in one document; in or more documents (such case printing to be at the Company's expense). 3.2. 3.2 The Trust's prospectus Prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from the Trust Underwriter or its designee (or, or in the Trust's discretion, the Prospectus shall state that such statement Statement is available from the Trust),, and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, proxy material and other communications Communications to shareholders in such quantities quantity as the Company may shall reasonably require and for distribution to the Trust shall bear Contract owners, such distribution to be at the costs expense of printing and distributing them to existing Contract owners or participantsthe Company. 3.4. 3.4 The Company shall vote all Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent shares as required by law and the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract ownersShared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any segregated asset separate account in its own right, to the extent permitted by lawlaw and the Shared Funding Exemptive Order. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies all legal requirements and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Exemptive Order. 3.6. 3.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act). Further, the Trust will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Trust Underwriter shall provide the Company, at the Trust's expense, with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final camera-ready copy of a current prospectus set in type at the Trust's expense its prospectus) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Trust is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Trust's prospectus printed together in one document; or more documents. The cost of printing prospectuses for the Contracts and the Trust for delivery in such case connection with the offering and sale of new Contracts will be at the Underwriter's expense. Printing of prospectuses for other purposes will be at the Company's expense. The Company will bear the expense of mailing prospectuses to new purchasers of Contracts. 3.2. 3.2 The Trust's prospectus Prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from the Trust Underwriter or its designee (or, or in the Trust's discretion, the Prospectus shall state that such statement Statement is available from the Trust),, and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Company and free of charge to any owner of a Contract or prospective owner who requests such Statement. 3.3. 3.3 The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, proxy material and other communications to shareholders in such quantities quantity as the Company may shall reasonably require for distribution to the Contract owners, such distribution shall be at the expense of the Trust, provided that the Trust and the Trust Company shall bear their proportional share of the costs distribution expenses of printing any report containing both the Trust's and distributing them to existing Contract owners or participantsthe Accounts' financial reports. 3.4. 3.4 The Company shall vote all Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent shares as required by law and the Company shall: (1) solicit voting instructions from Contract owner or participants: (2) vote the Trust shares held in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract ownersShared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any segregated asset separate account in its own right, to the extent permitted by lawlaw and the Shared Funding Exemptive Order. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies all legal requirements and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Exemptive Order. 3.6. 3.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.1940

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's 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 for the Fund that will be distributed to existing and prospective Contract owners whose contracts are funded by the Fund’s shares, and the Company shall bear the expense of printing copies of the Contract’s prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in document (such case printing of the Fund’s prospectus and profiles for existing and prospective Contract owners whose contracts are funded by the Fund’s shares to be at the Company's Fund’s or Underwriter’s expense). In such event, the Underwriter or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) for those pages that contain the Fund’s prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 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 TrustFund, at its or the Underwriter’s expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter INVESCO shall provide the Company, Insurance Company (at the TrustINVESCO's expense, ) with as many copies of the TrustCompany's current prospectus as the Insurance Company may reasonably requestrequest for distribution, at the Insurance Company's expense, to prospective Contract owners and applicants. The Company will provide, at the Company's expense, as many copies of said prospectus as necessary for distribution, at the Company's expense, to existing Contract owners whose Contract values are invested in the Company. INVESCO (or the Company) will provide the copies of said prospectus to the Insurance Company or to its mailing agent. The Insurance Company will distribute the prospectus to existing Contract owners and will ▇▇▇▇ the Company for the reasonable cost of such distribution. If requested by the Insurance Company in lieu thereof, the Trust Company shall provide such documentation (including a final copy of a current the new prospectus as set in type at the TrustCompany's expense expense) and other assistance as is reasonably necessary in order for the Insurance Company at least annually once each year (or more frequently if the Trust's prospectus for the Company is amended more frequentlyamended) to have the new Company's prospectus for and the prospectuses of other mutual funds in which assets attributable to the Contracts and the Trust new prospectus may be invested printed together in one document; , in such which case at the Company or INVESCO will bear its reasonable share of expenses as described above, allocated based on the proportionate number of pages of the Company's expenseand other funds' respective portions of the document. 3.2. The TrustCompany's prospectus shall state that the statement Statement of additional information Additional Information for the Trust Company (the "SAI") is available from the Trust Underwriter INVESCO (or, or in the TrustCompany's discretion, the Prospectus shall state that such statement the SAI is available from the TrustCompany),, and INVESCO, at its expense, shall print and provide the SAI free of charge to the Insurance Company for distribution, at INVESCO's expense, to prospective Contract owners and applicants. The Company will provide, at the Company's expense, as many copies of said SAI as necessary for distribution, at the Company's expense, to any existing Contract owner whose Contract values are invested in the Company who requests such SAI or whenever state or federal law otherwise requires that such SAI be provided. INVESCO (or the Company) will provide the copies of said SAI to the Insurance Company or to its mailing agent. The Insurance Company will distribute the SAI as requested or required and will ▇▇▇▇ the Company or INVESCO for the reasonable cost of such distribution. 3.3. The TrustCompany, at its expense, shall provide the Insurance Company or its mailing agent with copies of its proxy material, if may, reports to shareholders stockholders and other communications to shareholders stockholders in such quantities quantity as the Insurance Company may shall reasonably require for distributing to Contract owners. The Insurance Company will distribute this proxy material, reports and the Trust shall bear the costs of printing and distributing them other communications to existing Contract owners or participantsand tabulate the votes and will ▇▇▇▇ the Company for the reasonable cost of such distribution and tabulation. 3.4. The Trust hereby notices the Company that it is appropriate If and to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law law, the Insurance Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Company shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Company shares held in each Separate Account for which no timely instructions have been received, received in the same proportion as Trust Company shares of such Fund portfolio for which instructions have been received from the Company's Contract owners or participants; for received: so long as and to the extent that the Commission continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract owners. The Insurance Company reserves the right to vote Trust Company shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust Company calculates voting privileges in a manner consistent with the standards agreed to by the parties, which standards will also be consistent with those of the other Participating Insurance Companies Companies. The Insurance Company shall fulfill its obligations under, and as required abide by the terms and conditions of, the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Exemptive Order. 3.63.5. The Trust Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust Company will either provide for annual meetings (except to the extent that insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or or, as the Company currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Company 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) of the 1940 Act). Further, the Trust Company will act in accordance with the Commission's interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Fund or its agent shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a the current prospectus set in type or in camera ready format or in electronic format at the Trust's expense Fund’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus or profile printed together in one document; in document (such case printing to be at the Company's ’s expense). 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (orFund, in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract with Contract value allocated to a Designated Portfolio who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and for distributing to Contract owners. If requested by the Trust Company in lieu thereof, the Fund shall bear the costs of printing and distributing them to existing Contract owners provide such material, reports or participants. 3.4other communications in “camera ready” format on diskette. The Trust hereby notices Company may request customized reports to shareholders, but such customized reports shall only be provided at the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingCompany’s expense. 3.5. To The Fund shall provide the extent required by law the Company with 120 days written notice prior to a liquidation or merger of a Designated Portfolio. 3.6. The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsin that Account; and (3iii) vote Trust Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio held in each Separate by an Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.7. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of Exemptive Order (See Section 7.1) and consistent with any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the TrustCompany's expense, with as many copies of the Trust's current prospectus as the Company may reasonably requestrequest for use with prospective Contract owners and applicants. The Underwriter shall print and distribute, at the Trust's expense, as many copies as necessary for distribution to existing Contract owners or participants. If requested by the Company in lieu thereof, the Trust shall provide such documentation including a final copy of a current prospectus set in type at the Trust's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Trust's prospectus is amended more frequently) to have the new prospectus for the Contracts and the Trust Trust's new prospectus printed together in one document; , in such case at the Company's expenseTrust shall bear its share of expenses as described above. 3.2. The Trust's prospectus shall state that the statement Statement of additional information Additional Information for the Trust is available from the Trust Underwriter (or, in the Trust's discretion, the Prospectus shall state that such statement Statement is available from the Trust),, and the Underwriter (or the Trust) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective Contract owner and applicant who requests such statement. 3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate If and to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1i) solicit voting instructions from Contract owner owners or participants:; (2ii) vote the Trust shares held in each Separate Account the Accounts in accordance with instructions received from Contract owners or participants; and (3iii) vote Trust shares held in each Separate Account the Accounts for which no timely instructions have been received, and any Trust shares held in the Company's general account, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participantsreceived; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires pass-through to require passthrough voting privileges for variable contract policy owners. The Company reserves the right to vote Trust shares held in any segregated asset account or in its general account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.63.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act). Further, the Trust will act in accordance with the Commission's SEC interpretation of the requirements of Section I6(a16 (a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company with as many copies of the Fund’s current prospectus describing the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Contract prospectus that are used in connection with offering the Contracts issued by the Company. The Underwriter further agrees to provide the Company, at the Trust's Underwriter’s expense, with as many copies of the Trust's current prospectus Fund prospectuses as the Company may reasonably requestrequest for distribution to prospective Contract owners. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the Trust's expense Fund’s or Underwriter’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; in document (such case printing of the Fund’s prospectus for existing Contract owners to be at the Company's Fund’s or Underwriter’s expense). In the event that Company determines to have the prospectus and/or periodic shareholder reports for the Contracts and the Fund’s prospectus and/or periodic reports to shareholders printed together in one document the Fund or its designee shall reimburse the Company for the pro-rata share of the printing costs (excluding any non-printing costs such as composition and document layout costs) for those pages that contain the Funds’ prospectus or periodic reports to shareholders that the Company may reasonably print for distribution to existing and prospective Contract owners whose Contracts are funded by Shares of the Fund. 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus describing the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing of the Fund's prospectus for existing Contract owners to be at the CompanyFund's or Underwriter's expense) [CHECK--IS THIS PROVISION RELEVANT]. 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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 material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund or the Underwriter shall provide such documentation (including a final copy of a current the new prospectus set in type on diskette at the TrustFund's expense or Underwriter's expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus printed together in one document; in document (such case printing of the Fund's prospectus and profiles for existing Contract owners to be at the Fund's or Underwriter's expense but for all other purposes to be at the Company's expense). 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (oror the Fund), in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract who requests such statement is available from the Trust),SAI. 3.3. The TrustFund or the Underwriter shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4. The Trust hereby notices the Company that it is appropriate to include in the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared fundingowners. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust shares held in each Separate Account Shares in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust shares held in each Separate Account Shares for which no timely instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust shares Shares held in any segregated asset 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 shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter shall provide the Company, at the Trust's expense, Company with as many copies of the Trust's Fund’s current prospectus as the Company may reasonably request. The Fund shall bear the expense of printing copies of the Fund’s current prospectus for the Contracts that will be distributed to existing Contract owners who have allocated Contract value to a Designated Portfolio, and the Company shall bear the expense of printing copies of the Fund’s prospectus that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a current the new prospectus set in type electronic format at the Trust's expense Fund’s expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund’s prospectus printed together in one document; . The expenses of such printing shall be apportioned between (a) the Company and (b) the Fund or its designee in proportion to the number of pages of the Contract and Designated Portfolios’ prospectuses, with the Fund or its designee to contribute a maximum of $5,000 annually in aggregate towards the expenses of printing such case at a combined document to existing Contract owners who have allocated Contract value to a Designated Portfolio. Any additional expenses shall be borne by the Company's expense. Additionally, the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers. 3.2. The Trust's Fund’s prospectus shall state that the statement current Statement of additional information Additional Information (“SAI”) for the Trust Fund is available from available, and the Trust Underwriter (or, in or the Trust's discretion, the Prospectus shall state that such statement is available from the TrustFund), 3.3. The Trust, at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its proxy materialfees 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, if may, reports to shareholders and other communications to shareholders which notice will describe in such quantities as detail the manner in which the Company proposes to modify the information, and agrees that it may reasonably require and not modify such information in any way without the Trust shall bear prior consent of the costs of printing and distributing them to existing Contract owners or participantsFund. 3.4. The Trust hereby notices Fund will pay or cause to be paid the Company that it is appropriate expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to include in Contract owners with respect to proxies related to the prospectuses pursuant to which Fund, consistent with applicable provisions of the contracts are offered disclosure regarding the potential risks of mixed and shared funding1940 Act. 3.5. To the extent required by law the The Company shall: (1i) solicit voting instructions from Contract owner or participants:owners; (2ii) vote the Trust Fund shares held in each Separate Account in accordance with instructions received from Contract owners or participantsowners; and (3iii) vote Trust Fund shares held in each Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the SEC continues to interpret the 1940 Act requires to require pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company reserves the right to will vote Trust Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent the Company reserves the right to vote Fund shares held in its general account in its own right, right to the extent permitted by lawapplicable laws. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner as required bythe Shared Funding Exemptive Order and consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Trust will either provide for annual meetings (except to the extent reasonable standards that the Commission Fund may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described adopt and provide in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Trust Underwriter Fund or its agent shall provide the Company, at the Trust's expense, Company with as many copies of the TrustFund's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust Fund shall provide such documentation (including a final copy of a the current prospectus set in type or in camera ready format or in electronic format at the TrustFund's expense expense) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Trust's prospectus for the Fund is amended more frequentlyamended) to have the new prospectus for the Contracts and the Trust new Fund's prospectus or profile printed together in one document; in document (such case printing to be at the Company's expense). 3.2. The TrustFund's prospectus shall state that the statement current Statement of additional information Additional Information ("SAI") for the Trust Fund is available from available, and the Trust Underwriter (orFund, in at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Trust's discretion, the Prospectus shall state that Company for itself and for any owner of a Contract with Contract value allocated to a Designated Portfolio who requests such statement is available from the Trust),SAI. 3.3. The TrustFund 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, shall provide the Company with copies of its proxy material, if may, reports to shareholders shareholders, and other communications to shareholders in such quantities quantity as the Company may shall reasonably require and the Trust shall bear the costs of printing and for distributing them to existing Contract owners or participants. 3.4owners. The Trust hereby notices If requested by the Company that it is appropriate to include in lieu thereof, the prospectuses pursuant to which the contracts are offered disclosure regarding the potential risks of mixed and shared funding. 3.5. To the extent required by law the Company shall: (1) solicit voting instructions from Contract owner Fund shall provide such material, reports or participants: (2) vote the Trust shares held other communications in each Separate Account in accordance with instructions received from Contract owners or participants; and (3) vote Trust shares held in each Separate Account for which no timely instructions have been received, in the same proportion as Trust shares of such Fund for which instructions have been received from the Company's Contract owners or participants; for so long as and to the extent that the 1940 Act requires pass-through voting privileges for variable contract owners“camera ready” format on diskette. The Company reserves the right may request customized reports to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Trust calculates voting privileges in a manner consistent with other Participating Insurance Companies and as required by the Mixed and Shared Funding Order. The Trust will notify the Company of any changes of interpretation or amendment to the Mixed and Shared Funding Order. 3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, but such customized reports shall only be provided at the Trust will either provide for annual meetings (except to the extent that the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust will act in accordance with the Commission's interpretation of the requirements of Section I6(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretoCompany’s expense.