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

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final copy of a current prospectus set in type (or in computer format) at the Fund's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of distributing them to existing contractowners or participants. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participants; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Fund or the Underwriter shall print bear the expense of printing copies of the current prospectus and distribute, at profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's or Underwriter's expenseshares, as many and the Company shall bear the expense of printing copies of said the Fund's prospectus as necessary for distribution to existing contractowners or participantsand profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) on diskette at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In document (such case printing of the Fund shall bear its share of expenses as described aboveFund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund)available, and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.43.5. If and to the extent required by law the The Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account Shares in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the 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 Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account in for its own rightaccount in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies The Company and its agents shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings not oppose or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance interfere with the SEC interpretation solicitation of the requirements of Section 16 (a) with respect to periodic elections of directors 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 Underwriter or its agent shall provide the Company, Company (at the Company's Fund’s expense, ) with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Company in lieu thereofCompany, the Fund or its agent shall also provide such documentation (including a final copy of a current the new prospectus as set in type (type, in pdf format, or in computer format) on a diskette, at the Fund's expense ’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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund's new ’s prospectus printed together in one document. In document (such case printing to be at the Fund shall bear its share of expenses as described aboveCompany’s expense). 3.2. The Fund's ’s prospectus shall state that the Statement statement of Additional Information additional information for the Fund is available from the Underwriter or alternatively from the Company (or, or in the Fund's ’s discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any or prospective contractowner and applicant owner who requests such statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, if anystatements, reports to shareholders shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and shall bear the costs of distributing them to existing contractowners or participantsdelivery. 3.4. If and to the extent required by law law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund Portfolio shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund Portfolio shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies Companies, including the Company, shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other the standards set forth in the Shared Funding Order as provided in writing to such Participating Insurance Companies, and rules and regulations of the SEC. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as requiredparticular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC SEC’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Underwriter Company shall print bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and distribute, at the Company shall bear the expense of printing copies of the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsthat are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) electronic format at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In document (such case printing to be at the Fund shall bear its share of expenses as described aboveCompany's expense). 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of the current SAI for the Fund free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.43.5. If and to the extent required by law the The Company shall: (ia) solicit voting instructions from contractowners or participantsContract owners; (iib) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iiic) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner as required by the Shared Funding Exemptive Order and consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Underwriter Company shall print bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and distribute, at the Company shall bear the expense of printing copies of the Fund's or Underwriter's expense, as many copies of said ’s prospectus as necessary for distribution to existing contractowners or participantsthat are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) electronic format at the Fund's expense ’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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new ’s prospectus printed together in one document. In document (such case printing to be at the Fund shall bear its share of expenses as described aboveCompany’s expense). 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of the current SAI for the Fund free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.43.5. If and to the extent required by law the The Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner as required by the Shared Funding Exemptive Order and consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus prospectuses for the Portfolios listed on Schedule 2 as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus prospectuses as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final copy of a current prospectus set in type (or in computer format) at the Fund's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is said prospectuses are amended more frequently) to have the new prospectus for the Contracts and the Fund's Portfolios' new prospectus prospectuses printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders and other communications to shareholders with regard to the Portfolios listed in Schedule 2 in such quantity as the Company shall reasonably require and shall bear the costs of distributing them to existing contractowners or participants. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners contract owners or participants; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Fund or the Underwriter shall print bear the expense of printing copies of the current prospectus and distribute, at profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's or Underwriter's expenseshares, as many and the Company shall bear the expense of printing copies of said the Fund's prospectus as necessary for distribution to existing contractowners or participantsand profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) on diskette at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In document (such case printing of the Fund shall bear its share of expenses as described aboveFund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund)available, and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.43.5. If and to the extent required by law the The Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account Shares in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the 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 Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account in for its own rightaccount in the same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus describing only the Designated Portfolios listed on Schedule A as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Fund or the Underwriter shall print bear the expense of printing copies of the current prospectus and distributeprofiles for the Funds that will be distributed to existing Contract owners, at and the Company shall bear the expense of printing copies of the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsand profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) on diskette at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In document (such case printing for existing Contract owners to be at the Fund shall bear its share of expenses as described aboveFund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund)available, and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.43.5. If and to the extent required by law the The Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner as required by the Mixed and Shared Funding Exemptive Order and consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus prospectuses for the Portfolios listed on Schedule 2 as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus prospectuses as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final copy of a current prospectus set in type (or in computer format) at the Fund's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is said prospectuses are amended more frequently) to have the new prospectus for the Contracts and the Fund's Portfolios' new prospectus prospectuses printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders and other communications to shareholders with regard to the Portfolios listed in Schedule 2 in such quantity as the Company shall reasonably require and shall bear the costs of distributing them to existing contractowners or participants. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participants; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Fund or the Underwriter shall print bear the expense of printing copies of the current prospectus and distribute, at profiles for the Fund that will be distributed to existing Contract owners whose contracts are funded by the Fund's or Underwriter's expenseshares, as many and the Company shall bear the expense of printing copies of said the Fund's prospectus as necessary for distribution to existing contractowners or participantsand profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) on diskette at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In document (such case printing of the Fund shall bear its share of expenses as described aboveFund's prospectus and profiles for existing Contract owners whose contracts are funded by the Fund's shares to be at the Fund's or Underwriter's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund)available, and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. Upon the reasonable request of the Company, the Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.43.5. If and to the extent required by law the The Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account Shares in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the 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 Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account for it's own account in its own rightthe same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, Company (at the Company's expense, except as set out in Article V) with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Company in lieu thereof, the Fund shall provide Provide such documentation (including a final copy of a current the new prospectus as set in type (or in computer format) at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In document (such case printing to be at the Fund shall bear its share of expenses Company's expense, except as described aboveset out in Article V). 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementStatement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owner's. 3.4. If and to the extent required by law the Company shall: : (i) solicit voting instructions from contractowners or participants; contract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received: so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies.Company 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a16 (a) and, if and when applicable, 16(b16 (b). Further, the Fund will act in accordance with the SEC Securities and Exchange commission's interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors trustees and with whatever rules the Commission and/or the state of organization may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final copy of a current prospectus set in type (or in computer formatincluding an 8 1/2" x 11" camera ready copy) at the Fund's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, (a) shall provide the Company with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require and (b) shall bear the costs of distributing them to existing contractowners or participants. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participantscontractowners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantscontractowners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participantscontractowners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16. (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall Fund will provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus for the Portfolios and any amendments thereto as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final camera ready copy of a current prospectus set in type (or in computer format) at containing the Fund's expense prospectus and such other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently if the Fund prospectus is amended more frequentlyduring the year) to have the new prospectus prospectuses for the Contracts and the Fund's new prospectus Fund printed together in one document. In such case Alternatively, the Company may print the Fund's prospectus in combination with the prospectuses of other fund companies. This provision may be amended by agreement of the parties hereto in writing. It is understood and agreed that the Company is not responsible for the content of the prospectus or SAI for the Fund, except to the extent that statements in the Fund's prospectus and SAI reflect information given to the Fund by the Company. It is also understood and agreed that, except with respect to information provided to the Company by the Fund or the Adviser, the Portfolios, the Fund and the Adviser shall bear its share not be responsible for the content of expenses as described abovethe prospectus, SAI or disclosure statement for the Contracts or non-affiliated funds. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement its SAI is available from the Fund), . The Fund at its expense shall print and the Underwriter (or the Fund) shall provide such Statement, at its expense, SAI free of charge to the Company and to any existing Contract owner, prospective Contract owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. The Fund, at the Fund's or its affiliate's expense, shall will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company shall will reasonably require for distribution to Contract owners and shall bear the costs of distributing them participants. The Company, at its expense, will distribute this proxy material, reports and other communications to existing contractowners or participantsContract owners. 3.4. If and to the extent required by law law, the Company shallwill: (ia) solicit voting instructions from contractowners or participantsContract owners and tabulate the voting instructions; (iib) vote the Fund shares of each Portfolio held in the Account in accordance with instructions received from contractowners or participantscontractowners; and (iiic) vote Fund shares of each Portfolio held in the Account for which no timely instructions have been received, as well as shares it owns, in the same proportion as Fund shares of each such Portfolio for which instructions have been received from the Company's contractowners or participantscontractowners; in each case, for so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractowners. The Except as set forth above, the Company reserves the right to vote Fund Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their its separate accounts participating in the Fund Portfolios calculates voting privileges in a manner consistent with other Participating Insurance Companiesall legal requirements, including the Mixed and Shared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Furtherparticular, the Fund will act in accordance with the SEC SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners Policy owners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners Policy owners or participants. If requested by the Company in lieu thereof, the Fund shall provide such this documentation including a final copy of a current prospectus set in type (or in computer format) at the Fund's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts Policies and the Fund's new prospectus for the Dedicated Portfolios printed together in one document. In , in such case the Fund shall bear its proportional share of expenses as described above. 3.2. The Fund's prospectus shall state that the Fund's Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus prospectus shall state that such this Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such this Statement, at its the Underwriter's expense, to the Company and to any owner of or participant under a Contract Policy who requests such this Statement or, at the Company's expense, to any prospective contractowner Policy owner and applicant who requests such statementthis Statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its the Fund's proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of distributing them these materials, reports, and communications to existing contractowners Policy owners or participants. 3.4. If and to the extent required by law law, the Company shall: (i) solicit voting instructions from contractowners Policy owners or participants; (ii) vote the Fund shares held in the Account Accounts in accordance with instructions received from contractowners Policy owners or participants; and (iii) vote Fund shares held in the Account Accounts for which no timely instructions have been received, in the same proportion as and any Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.held

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Underwriter Company shall print bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and distribute, at the Company shall bear the expense of printing copies of the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsthat are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) electronic format at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In document (such case printing to be at the Fund shall bear its share of expenses as described aboveCompany's expense). 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of the current SAI for the Fund free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.43.5. If and to the extent required by law the The Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner as required by the Shared Funding Exemptive Order and consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company, at the Company's expense, each Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use request, with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution expenses to existing contractowners or participantsbe borne in accordance with Schedule C hereof. If requested by the a Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of a the current prospectus set in type (or in computer formatprospectus) at the 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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Fund printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information (åSAIæ) for the Fund is available from be distributed to all Contract owners, then the Underwriter or alternatively from Fund, Distributor and/or the Adviser shall provide the Company (or, in with copies of the Fund's discretion’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Prospectus Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall state that also provide an SAI to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the each Company with copies of its the Fund’s proxy material, if anymaterials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require and shall bear the costs of distributing them to existing contractowners or participantspermit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding a Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the each Company shall: (ia) solicit voting instructions from contractowners or participantsContract owners; (iib) vote the Fund Portfolio shares held in the Account Accounts in accordance with instructions received from contractowners or participants; andContract owners; (iiic) vote Fund Portfolio shares held in the Account Accounts for which no timely instructions have been received, received in the same proportion as Fund Portfolio shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies Each Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companiesas directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC SEC’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter Distributor shall provide the Company, Company (at the Company's ’ expense, ) with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus as set in type (or in computer format) at the Fund's ’s expense – in lieu thereof, such final copy may be provided, if requested by the Company, electronically or through camera ready film) and other assistance as is reasonably necessary in order for the Company at least annually once each year (or more frequently frequently, if the prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts each Contract and the Fund's new ’s prospectus printed together in one document. In document (such case printing to be at the Fund shall bear its share of expenses as described aboveCompany’ expense). 3.2. 3.2 The Fund's ’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter Distributor (or alternatively from the Company (or, in the Fund's ’s discretion, the Prospectus prospectus shall state that such Statement is available from the Fund), and the Underwriter Distributor (or the Fund) shall provide such Statement), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementStatement. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.4. 3.4 If and to the extent required by law the Company shall: (ia) solicit voting instructions from contractowners or participantsContract owners; (iib) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iiic) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; received, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownersowners of Contracts. The Company reserves reserve the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies Company shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companiesthis Section. 3.5. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is Funds are not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC Securities and Exchange Commission’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors trustees and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus as the Company may reasonably request for use request, with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution expenses to existing contractowners or participantsbe borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of a the current prospectus set in type (or in computer formatprospectus) at the 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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Fund printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Underwriter or alternatively from Fund, Distributor and/or the Adviser shall provide the Company (or, in with copies of the Fund's discretionSAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Prospectus Distributor and/or the Fund shall state that also provide an SAI to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, the Distributor and/or the Adviser shall provide the Company with copies of its the Fund's proxy material, if any, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require and shall bear the costs of distributing them to existing contractowners or participantspermit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the Company shall: (ia) solicit voting instructions from contractowners or participantsContract owners; (iib) vote the Fund Portfolio shares held in the Account Accounts in accordance with instructions received from contractowners or participants; andContract owners; (iiic) vote Fund Portfolio shares held in the Account Accounts for which no timely instructions have been received, received in the same proportion as Fund Portfolio shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companiesas directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16the (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or the Adviser shall provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus as the Company may reasonably request for use with distribution, at the Company's expense, to prospective contractowners Contract owners and applicants. The Underwriter Fund or the Adviser shall print and distributeprovide the Company, at the Fund's or Underwriterthe Adviser's expense, with as many copies of said the Fund's prospectus as necessary for distribution distribution, at the Company's expense, to existing contractowners or participantsContract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final "camera ready" or diskette copy of a current the new prospectus as set in type (or in computer format) at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In such , in which case the Fund shall will bear its reasonable share of expenses expenses, as described above, allocated based on the proportionate number of pages of the Fund's portion of the document. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter Adviser (or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter Adviser (or the Fund) shall provide such Statement), at its expense, shall provide a copy of such Statement free of charge to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementStatement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Company will distribute this proxy material and shall bear tabulate the costs of distributing them to existing contractowners votes at the Fund's or participantsthe Adviser's expense. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; received: so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownersowners of Variable Insurance Products. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with this Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect theretoeach other.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Distributor shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Underwriter Fund or Distributor shall print bear the expense of printing copies of the current prospectus and distributeprofiles for the Fund that will be distributed to existing Contract owners, at and the Company shall bear the expense of printing copies of the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsand profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund Distributor shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) on diskette at the Fund's expense or Distributor'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In document (such case printing of the Fund shall bear its share of expenses as described aboveFund's prospectus and profiles for existing Contract owners to be at the Fund's or Distributor's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund)available, and the Underwriter Distributor (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. Distributor shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. 3.4. The Fund, at its or Distributor's expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.43.5. If and to the extent required by law the The Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account Shares in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the 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 Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares Shares held in any segregated asset account in 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 Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company, at the Company's expense, Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use request, with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution expenses to existing contractowners or participantsbe borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of a the current prospectus set in type (or in computer formatprospectus) at the 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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Fund printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information (“SAI’) for the Fund is available from be distributed to all Contract owners, then the Underwriter or alternatively from Fund, Distributor and/or the Adviser shall provide the Company (or, in with copies of the Fund's discretion’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Prospectus Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall state that also provide an SAI to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the Company with copies of its the Fund’s proxy material, if anymaterials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require and shall bear the costs of distributing them to existing contractowners or participantspermit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the Company shall: (ia) solicit voting instructions from contractowners or participantsContract owners; (iib) vote the Fund Portfolio shares held in the Account Accounts in accordance with instructions received from contractowners or participants; andContract owners; (iiic) vote Fund Portfolio shares held in the Account Accounts for which no timely instructions have been received, received in the same proportion as Fund Portfolio shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companiesas directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC SEC’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter Fund or the Adviser shall provide the Company, (at the Company's expense), with as many copies of the Fund's current prospectus as the Company may reasonably request for use with distribution, at the Company's expense, to prospective contractowners Contract owners and applicants. The Underwriter Fund or the Adviser shall print and distributeprovide the Company, at the Fund's or Underwriterthe Adviser's expense, with as many copies of said the Fund's prospectus as necessary for distribution distribution, at the Company's expense, to existing contractowners or participantsContract owners. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final "camera ready" or diskette copy of a current the new prospectus as set in type (or in computer format) at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document. In such , in which case the Fund shall will bear its reasonable share of expenses expenses, as described above, allocated based on the proportionate number of pages of the Fund's portion of the document. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter Adviser (or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter Adviser (or the Fund) shall provide such Statement), at its expense, shall provide a copy of such Statement free of charge to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementStatement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Company will distribute this proxy material and shall bear tabulate the costs of distributing them to existing contractowners votes at the Fund's or participantsthe Adviser's expense. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; received: so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownersowners of Variable Insurance Products. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with this Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect theretoeach other.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus as the Company may reasonably request for use request, with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution expenses to existing contractowners or participantsbe borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of a the current prospectus set in type (or in computer formatprospectus) at the 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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Fund printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Underwriter or alternatively from Fund, Distributor and/or the Adviser shall provide the Company (or, in with copies of the Fund's discretionSAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Prospectus Distributor and/or the Fund shall state that also provide an SAI to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, the Distributor and/or the Adviser shall provide the Company with copies of its the Fund's proxy material, if any, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require and shall bear the costs of distributing them to existing contractowners or participantspermit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the Company shall: (ia) solicit voting instructions from contractowners or participants; Contract owners; (iib) vote the Fund Portfolio shares held in the Account Accounts in accordance with instructions received from contractowners or participantsContract owners; and (iiic) vote Fund Portfolio shares held in the Account Accounts for which no timely instructions have been received, received in the same proportion as Fund Portfolio shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companiesas directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC SEC's interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company, Company (at the Company's Underwriter’s expense, ) with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus as set in type (or in computer format) electronic format at the Fund's expense ’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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund's new ’s prospectus printed together in one document. In document (such case printing to be at the Fund shall bear its share of expenses as described aboveCompany’s expense). 3.2. The Fund's ’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or alternatively from the Company (or, in the Fund's ’s discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide such Statement of Additional Information free of charge to the Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementStatement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, if anystatements, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.4. If and to To the extent required by law Section 12(d)(l)(E)(iii)(aa) of the 1940 Act or Rule 6e-2 or Rule 6e-3(T) thereunder, or other applicable law, whenever the Fund shall have a meeting of shareholders of any series or class of shares, the Company shall: (i) : • solicit voting instructions from contractowners or participants; (ii) Contract owners; • vote the Fund shares held in the each Account at such shareholder meetings in accordance with instructions received from contractowners or participantsContract owners; and (iii) • vote Fund shares held in the each Account for which no it has not received timely instructions have been received, in the same proportion as it votes the applicable series or class of Fund shares of such Portfolio for which it has received timely instructions; and • vote Fund shares held in its general account in the same proportion as it votes the applicable series or class of Fund shares held by the Accounts for which it has received timely instructions. Except with respect to matters as to which the Company has the right in connection with Schedule A-1 Contracts under Rule 6e-2 or Rule 6e-3(T) under the 1940 Act, to vote Fund shares without regard to voting instructions have been received from Contract owners, neither the Company's contractowners Company nor any of its affiliates will recommend action in connection with, or participants; so long as oppose or interfere with, the actions of the Fund Board to hold shareholder meetings for the purpose of obtaining approval or disapproval from shareholders (and, indirectly, from Contract owners) of matters put before the shareholders. The Company shall be responsible for assuring that it calculates voting instructions and votes Fund shares at shareholder meetings in a manner consistent with other Participating Insurance Companies. The Fund shall notify the Company of any changes to the extent that Shared Funding Order or conditions. Notwithstanding the SEC continues to interpret foregoing, the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as requiredparticular, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC SEC’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus as the Company may reasonably request for use request, with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution reasonable expenses to existing contractowners or participantsbe borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of a the current prospectus set in type (or in computer formatprospectus) at the 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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Fund printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund is available from be distributed to all Contract owners, then the Underwriter or alternatively from Fund, Distributor and/or the Adviser shall provide the Company (or, in with copies of the Fund's discretionSAI in such quantities, with reasonable expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Prospectus Distributor and/or the Fund shall state that also provide an SAI to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, the Distributor and/or the Adviser shall provide the Company with copies of its the Fund's proxy material, if any, reports to shareholders and other communications to shareholders in such quantity quantity, with reasonable expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require and shall bear the costs of distributing them to existing contractowners or participantspermit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the Company shall: (ia) solicit voting instructions from contractowners or participantsContract owners; (iib) vote the Fund Portfolio shares held in the Account Accounts in accordance with instructions received from contractowners or participants; andContract owners; (iiic) vote Fund Portfolio shares held in the Account Accounts for which no timely instructions have been received, received in the same proportion as Fund Portfolio shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companiesas directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company, at the Company's expense, Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use request, with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution expenses to existing contractowners or participantsbe borne in accordance with Schedule D hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of a the current prospectus set in type (or in computer formatprospectus) at the 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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Fund printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information (“SAI”) for the Fund is available from be distributed to all or any Contract owners, then the Underwriter or alternatively from Fund, Distributor and/or the Adviser shall provide the Company (or, in with copies of the Fund's discretion’s SAI in such quantities, with expenses to be borne in accordance with Schedule D hereof, as the Prospectus Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall state that also provide an SAI to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the Company with copies of its the Fund’s proxy material, if anymaterials, reports to shareholders shareholders, Fund Documents (as defined in Section 3.4 below) and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule D hereof, as the Company shall may reasonably require and shall bear the costs of distributing them to existing contractowners or participantspermit timely distribution thereof to Contract owners. 3.4. If and to the extent required by law the Company shall: (i) solicit voting instructions from contractowners or participants; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Subject to Section 6.1 and the Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's ’s current prospectus Prospectuses as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Underwriter Company shall print bear the expense of printing copies of the current summary prospectus and distributestatutory prospectus, at if requested by Contract owners, for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants’s Prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereofthereof or if required by applicable law or applicable guidance from the SEC or SEC staff,, the Fund shall provide such documentation (including a final copy of a current the Fund’s summary and/or statutory prospectus set in type (or in computer format) electronic format at the Fund's expense ’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 summary prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new ’s summary prospectus printed bound together in one documentdocument in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act and any applicable guidance from the SEC or SEC staff (such printing to be at the Company’s expense). In such case As required by, and in accordance with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Company shall: (1) deliver the Fund’s summary prospectus to existing Contract owners and potential investors, and (2) adhere to any applicable binding requirements regarding the summary prospectus. Within [ ] business days after receipt of a request from the Fund, the Company shall provide the Fund shall bear its share of expenses as described abovewith a toll free (or collect) telephone number and email address to be disclosed in the Fund’s summary prospectus in accordance with applicable law. 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of the current SAI for the Fund free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. Within three (3) business days of receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Fund Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above, 3.4. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.5. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and for distributing to Contract owners. The Company shall bear the costs of distributing them deliver such documents to existing contractowners or participantsContract owners in accordance with applicable laws. 3.43.6. If and to the extent required by law the The Company shall: (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners or to the extent otherwise required by law. The Company reserves the right to will vote Fund shares held in any segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.7. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund a Designated Portfolio calculates voting privileges in a manner as required by the Shared Funding Exemptive Order and consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, any reasonable standards that the Fund will either may adopt and provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect theretowriting.

Prospectuses and Proxy Statements; Voting. 3.1. 3.1 The Underwriter shall provide the Company, at the Company's expense, Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) as the Company may reasonably request for use with prospective contractowners and applicantsrequest. The Underwriter Company shall print bear the expense of printing copies of the current prospectus for the Contracts that will be distributed to existing Contract owners, and distribute, at the Company shall bear the expense of printing copies of the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsthat are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of a current the new prospectus set in type (or in computer format) on diskette at the Fund'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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Designated Portfolios printed together in one document. In document (such case printing to be at the Fund shall bear its share of expenses as described aboveCompany's expense). 3.2. 3.2 The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund)available, and the Underwriter (or the Fund) shall provide such Statement), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and to for any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.4. If and to the extent required by law the 3.4 The Company shall: : (i) solicit voting instructions from contractowners or participantsContract owners; (ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participants; and (iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter INVESCO shall provide the Company, Insurance Company (at the Insurance Company's expense, ) with as many copies of the FundCompany's current prospectus as the Insurance Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participantsrequest. If requested by the Insurance Company in lieu thereof, the Fund Company shall provide such documentation (including a final copy of a current the new prospectus as set in type (or in computer format) at the FundCompany'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 Fund prospectus for the Company is amended more frequentlyamended) to have the new prospectus for the Contracts and the FundCompany's new prospectus printed together in one document. In such case document (at the Fund shall bear its share of expenses as described aboveInsurance Company's expense). 3.2. The FundCompany's prospectus shall state that the Statement of Additional Information for the Fund Company (the "SAI") is available from the Underwriter INVESCO (or alternatively from the Company (or, in the FundCompany's discretion, the Prospectus shall state that such Statement the SAI is available from the FundCompany), and the Underwriter INVESCO (or the Fund) shall provide such StatementCompany), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of or participant under a Contract or prospective owner who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statementSAI. 3.3. The FundCompany, at its expense, shall provide the Insurance Company with copies of its proxy material, if anymaterial , reports to shareholders stockholders and other communications to shareholders stockholders in such quantity as the Insurance Company shall reasonably require and shall bear the costs of for distributing them to existing contractowners or participantsContract owners. 3.4. If and to the extent required by law law, the Insurance Company shall: (i) solicit voting instructions from contractowners or participants; Contract owners; (ii) vote the Fund Company shares held in the Account in accordance with instructions received from contractowners or participantsContract owners; and and (iii) vote Fund Company shares held in the Account for which no timely instructions have been received, received in the same proportion as Fund Company shares of such Portfolio portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.received:

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company, at the Company's expense, Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use request, with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution reasonable expenses to existing contractowners or participantsbe borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of a the current prospectus set in type (or in computer formatprospectus) at the 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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Fund printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information (“SAI”) for the Fund is available from be distributed to all Contract owners, then the Underwriter or alternatively from Fund, Distributor and/or the Adviser shall provide the Company (or, in with copies of the Fund's discretion’s SAI in such quantities, with reasonable expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Prospectus Distributor and/or the Fund shall state that also provide an SAI to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, the Distributor and/or the Adviser shall provide the Company with copies of its the Fund’s proxy material, if any, reports to shareholders and other communications to shareholders in such quantity quantity, with reasonable expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require and shall bear the costs of distributing them to existing contractowners or participantspermit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the Company shall: (ia) solicit voting instructions from contractowners or participantsContract owners; (iib) vote the Fund Portfolio shares held in the Account Accounts in accordance with instructions received from contractowners or participants; andContract owners; (iiic) vote Fund Portfolio shares held in the Account Accounts for which no timely instructions have been received, received in the same proportion as Fund Portfolio shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companiesas directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC SEC’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.

Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter At least annually, the Adviser or Distributor shall provide the Company, at the Company's expense, Company with as many copies of the Fund's ’s current prospectus as the Company may reasonably request for use request, with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution expenses to existing contractowners or participantsbe borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a final copy an electronic version of a the current prospectus set in type (or in computer formatprospectus) at the 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 prospectus for the Fund prospectus is amended more frequentlyamended) to have the new prospectus for the Contracts and the Fund's new prospectus for the Fund printed together in one document. In such case the Fund shall bear its share of expenses as described above. 3.2. The Fund's prospectus shall If applicable state or federal laws or regulations require that the Statement of Additional Information (“SAI”) for the Fund is available from be distributed to all Contract owners, then the Underwriter or alternatively from Fund, Distributor and/or the Adviser shall provide the Company (or, in with copies of the Fund's discretion’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Prospectus Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall state that also provide an SAT to any Contract owner or prospective owner who requests such Statement is available SAI from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement. 3.3. The Fund, at its expense, Distributor and/or Adviser shall provide the Company with copies of its the Fund’s proxy material, if anymaterials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shall may reasonably require and shall bear the costs of distributing them to existing contractowners or participantspermit timely distribution thereof to Contract owners. 3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law the Company shall: (ia) solicit voting instructions from contractowners or participantsContract owners; (iib) vote the Fund Portfolio shares held in the Account Accounts in accordance with instructions received from contractowners or participants; andContract owners; (iiic) vote Fund Portfolio shares held in the Account Accounts for which no timely instructions have been received, received in the same proportion as Fund Portfolio shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contractownerscontract owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies The Company shall be responsible for assuring that each of their its separate accounts participating in the Fund holding shares of a Portfolio calculates voting privileges in a manner consistent with other Participating Insurance Companiesas directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.53.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC SEC’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.