Common use of PROSPECTUS AND PROXY STATEMENTS; VOTING Clause in Contracts

PROSPECTUS 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. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts in one document (such printing to be at the Company's expense). 3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders and other communications to stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company Act to require pass-through voting privileges for variable contract 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 the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter 3.1. LFII shall provide the Company (at the Company's expense) with as many copies of the FundTrust's current prospectus prospectus, excluding the SAI, as the Company may reasonably requestrequest in connection with delivery of the prospectus, excluding the SAI, to shareholders and purchasers of Variable Insurance Products. If requested by the Company in lieu thereof, ; the Fund Trust shall provide such documentation (including a final copy of the new prospectus prospectus, excluding the SAI, as set in type at the FundTrust's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund Trust is amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and the Trust's prospectus, excluding the SAI, printed together in one document (such printing to be at the Company's expense). 3.2 3.2. The FundTrust's prospectus shall state that the Statement of Additional Information SAI for the Fund Trust is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), LFII and the Underwriter (or the Fund)Trust, at its expense, shall print provide a final copy of such SAI to LFII for duplication and provide such Statement free of charge provision to any prospective owner who requests the Company SAI and to any owner of a Contract or prospective owner who requests such StatementVariable Insurance Product ("Owners"). 3.3 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders shareholders and other communications to stockholders shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract ownersOwners. 3.4 3.4. If and to the extent required by law law, the Company and, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for Owners, the Trust shall: (i) solicit voting instructions from Contract ownersOwners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract ownersOwners; and (iii) vote Fund Trust shares for which no instructions have been received in the same proportion as Fund Trust shares of such portfolio Series for which instructions have been received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company Act to require pass-through voting privileges for variable contract owners. ; The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Each Participating Insurance Companies Company shall be responsible for assuring that each of their separate accounts its Separate Accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also to be provided in writing to the other Participating Insurance CompaniesCompany. 3.5 3.5. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to, the dissolution, merger, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) sale of all assets of the 1940 Act (although Trust upon the Fund is not one sole authorization of its Trustees, to the extent permitted by the laws of the trusts described in Section 16(c) Commonwealth of Massachusetts and the 1940 Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 4.1 The Underwriter shall Fund will provide the Company (at with a current Fund prospectus and any supplements thereto for the Company's expenseDesignated Portfolio(s) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's ’s expense) . The Fund will bear the cost of printing said prospectus for Contract owners at the time of Contract fulfillment and confirmation and for existing Contract owners. The Company will bear the cost of printing and distributing the prospectus and other assistance as is reasonably necessary in order shareholder reports for the Company once each year (or more frequently if prospective contract owners and distributing the prospectus for the Fund is amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts in one document (such printing to be at the Company's expense)Contract owners. 3.2 4.2 The Fund's ’s prospectus shall will state that the Statement of Additional Information (the “SAI”) for the Fund is available from the Underwriter (or in Company. The Fund will provide, at the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its ’s expense, shall print and provide such Statement free as many copies of charge to the Company and said SAI as necessary for distribution, to any owner of a existing Contract or prospective owner who requests such Statementstatement or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. If requested by the Company, in lieu thereof, the Fund will provide the current SAI set in type at the Fund’s expense. The Company will distribute the SAI as requested or required. 3.3 4.3 The Fund, at its expense, shall will provide the Company or its mailing agent with copies of its proxy material, if any, reports to stockholders shareholders/Contract owners and other permissible communications to stockholders shareholders/Contract owners in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Fund for distributing to Contract ownersthe reasonable cost of such distribution. 3.4 4.4 If and to the extent required by law law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (iiic) vote Fund shares of the Designated Portfolios held in the Account for which no timely instructions have been received received, in the same proportion as Fund shares of such portfolio Designated Portfolio for which instructions have been received: received from the Company’s Contract owners, so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company 1940 Act to require pass-through voting privileges for variable contract Contract 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 The Company will be responsible for assuring that each of their separate accounts the Accounts participating in the Fund calculates calculate voting privileges in a manner consistent with all legal requirements, including the standards Proxy Voting Procedures set forth in Schedule B attached hereto C and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesMixed and Shared Funding Exemptive Order as described in Section 7.1. 3.5 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund either will either provide for annual meetings or (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act▇▇▇▇ ▇▇▇) as well as Sections with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's ’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of trustees directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter 3.1. LFII shall provide the Company (at the Company's expense) with as many copies of the FundTrust's current prospectus prospectus, excluding the SAI, as the Company may reasonably requestrequest in connection with delivery of the prospectus, excluding the SAI, to purchasers of Contracts. If requested by the Company in lieu thereof, the Fund Trust shall provide such documentation (including a final copy of the new prospectus prospectus, excluding the SAI, as set in type at the FundTrust's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund Trust is amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and the Trust's prospectus, excluding the SAI, printed together in one document (such printing to be at the Company's expense). 3.2 3.2. The FundTrust's prospectus shall state that the Statement of Additional Information SAI for the Fund Trust is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), LFII and the Underwriter (or the Fund)Trust, at its expense, shall print provide final copy of such SAI to LFII for duplication and provide such Statement free of charge provision to any prospective owner who requests the Company SAI and to any owner of a Contract or prospective owner who requests such StatementVariable Insurance Product ("Owners"). 3.3 3.3. The FundTrust, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders shareholders and other communications to stockholders shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract ownersOwners. 3.4 3.4. If and to the extent required by law law, the Company and, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for Owners, the Trust shall: (i) solicit voting instructions from Contract ownersOwners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract ownersOwners; and (iii) vote Fund Trust shares for which no instructions have been received in the same proportion as Fund Trust shares of such portfolio Series for which instructions have been received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Separate Accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also to be provided in writing to the other Participating Insurance Companies. 3.5 3.5. The Fund will Trust shall comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to, the dissolution, merger, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) sale of all assets of the Trust upon the sole authorization of its Trustees, to the extent permitted by the laws of The Commonwealth of Massachusetts and the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter shall At least annually, the Trust shall, at its expense or at the expense of SFIM, as appropriate, provide the Company (at the Company's expense) , free of charge, with as many copies of the FundTrust's current prospectus as the Company may reasonably requestrequest for distribution to both existing Contract owners and prospective purchasers. If requested by the Company in lieu thereof, the Fund Trust shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type at the FundTrust's expense) and other assistance as is reasonably necessary in order for the Company parties hereto once each year (or more frequently if the prospectus for the Fund Trust is supplemented or amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and the Trust's prospectus printed together in one document (document; the expenses of such printing to be at apportioned between the CompanyCompany and the Trust (or SFIM, if appropriate) in proportion to the number of pages of the Contract and Trust prospectuses, taking account of other relevant factors affecting the expense of printing, such as columns, charts, etc.; the Trust or SFIM will bear the cost of printing the Trust's expense)portion of such document, and the Company will bear the expenses of printing the Accounts' portion of such document. 3.2 The FundTrust's prospectus shall state that the Statement of Additional Information ("SAI") for the Fund Trust is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)Trust. The Trust, at its expenseexpense or at the expense of SFIM, as appropriate, shall print and provide such Statement free of charge the SAI to the Company and (or a master of the SAI suitable for duplication by the Company) for any Contract owner or pros- pective purchaser who requests the SAI. The Company shall provide the SAI to any Contract owner of a Contract or prospective owner purchaser who requests such Statementit. 3.3 The FundTrust (or SFIM, as appropriate), at its expense, shall provide the Company with copies of its proxy material, reports to stockholders shareholders and other communications to stockholders shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4 If and to the extent required by law the The Company shall: : (ia) solicit voting instructions from Contract owners; ; (iib) vote the Fund Trust shares in accordance with instructions received from Contract owners; and and (iiic) vote Fund Trust shares for which no instructions have been received in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account the Accounts 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 the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 The Fund will comply with all provisions process of the 1940 Act requiring soliciting Contract owners' voting by shareholdersinstructions, tabulating votes, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act other shareholder voting procedures shall be conducted in accordance with procedures adopted by the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretoCompany.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 3.1. The Underwriter Fund or the Adviser, at its expense, shall provide the Company (at the Company's expense) with as many copies a typewritten copy of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed either separately, or together with the prospectus for the Contracts in one document (such printing to be at the Company's expense). The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. 3.2 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter Fund (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), its transfer agent) and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such StatementStatement at the Company's expense. 3.3 3.3. The FundFund or the Adviser, at its expense, shall provide the Company with copies a typewritten copy of its the Fund's proxy material, reports to stockholders shareholders and other communications to stockholders in such quantity as the Company shall reasonably require shareholders for printing and distributing to Contract ownersowners at he Company's expense. The Adviser shall be permitted to review and approve the typeset form of such proxy material and shareholder reports prior to such printing. 3.4 3.4. If and to the extent required by law (or the Shred Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund Funds shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received: ; so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company 1940 Act to require pass-pass- through voting privileges for variable contract 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. The parties acknowledge that Participating Insurance Companies shall be responsible responsible, with the guidance and assistance of the Fund, for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth in on Schedule B C attached hereto and incorporated herein by this referencehereto, which standards will also be provided to followed by the other Participating Insurance Companies. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 4.1 The Underwriter shall Trust will provide the Company (at the Company's expense) with as many copies of the Fund's current Trust prospectus and any supplements thereto for the Designated Fund(s) as the Company may reasonably requestrequest for distribution to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Fund(s) are one or more of several Funds of the Trust, the Trust shall be obligated to provide the Company only with disclosure related to the Designated Fund(s). The Trust will provide the copies of said prospectus to the Company or to its mailing agent. If requested by the Company Company, in lieu thereof, the Fund shall Trust or the Adviser will provide such documentation (documentation, including a final copy of the new a current prospectus as set in type at the Fund's expense) or camera ready or electronic format and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Trust prospectus for the Fund is amendedamended more frequently) to have the Fund's prospectus printed either separately, or together with the new prospectus for the Contracts in one document (such printing and the Trust's new prospectus printed together. The Trust or the Adviser will, upon request, provide the Company with a copy of the Trust's prospectus through electronic means to be at facilitate the Company's expense)efforts to provide Trust prospectuses via electronic delivery. 3.2 4.2 The FundTrust's prospectus shall will state that the a Statement of Additional Information ("SAI") for the Fund Trust is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund)available, and will disclose how investors may obtain the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such StatementSAI. 3.3 4.3 The Fund, at its expense, shall Trust will provide the Company or its mailing agent with copies of its proxy material, if any with respect to the Designated Funds, reports to stockholders shareholders/Contract owners and other communications to stockholders shareholders/ Contract owners in such quantity as the Company shall will reasonably require for distributing require. The Company will distribute this proxy material, reports and other communications to existing Contract owners. 3.4 4.4 If and to the extent required by law law, the Company shall: will: (ia) solicit voting instructions from Contract owners; ; (iib) vote the Fund shares of the Designated Funds held in the Separate Account in accordance with instructions received from Contract owners; and and (iiic) vote Fund shares of the Designated Funds held in the Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio Designated Fund for which instructions have been received: received from the Company's Contract owners, so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company 1940 Act to require pass-through voting privileges for variable contract Contract owners. The Company reserves the right to vote Fund shares of the Designated Funds 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 separate accounts the Separate Accounts participating in the Fund calculates Trust calculate voting privileges in a manner consistent with all legal requirements, including the standards Proxy Voting Procedures set forth in Schedule B attached hereto C and incorporated herein by this referencethe Mixed and Shared Funding Order, which standards will also be provided to the other Participating Insurance Companiesas described in Section 7.1. 3.5 4.5 The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter 3.1. KFSC shall provide the Company (at the Company's expense) Companies with as many copies of the FundTrust's current prospectus prospectus, excluding the SAI, as the Company Companies may reasonably requestrequest in connection with delivery of the prospectus, excluding the SAI, to shareholders and purchasers of Variable Insurance Products. If requested by the Company Companies in lieu thereof, the Fund Trust shall provide such documentation (including a final copy of the new prospectus prospectus, excluding the SAI, as set in type at the FundTrust's expense) and other assistance as is reasonably necessary in order for the Company Companies once each year (or more frequently if the prospectus for the Fund Trust is amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and the Trust's prospectus, excluding the SAI, printed together in one document (such printing to be at the Company's Companies' expense). 3.2 3.2. The FundTrust's prospectus shall state that the Statement of Additional Information SAI for the Fund Trust is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), KFSC and the Underwriter (or the Fund)Trust, at its expense, shall print provide final copy of such SAI to KFSC for duplication and provide such Statement free of charge provision to any prospective owner who requests the Company SAI and to any owner of a Contract or prospective owner who requests such StatementVariable Insurance Product ("Owners"). 3.3 3.3. The FundTrust, at its expense, shall provide the Company Companies with copies of its proxy material, reports to stockholders shareholders and other communications to stockholders shareholders in such quantity as the Company Companies shall reasonably require for distributing distribution to Contract ownersOwners. 3.4 3.4. If and to the extent required by law law, the Company Companies and, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for Owners, the Trust shall: (i) solicit voting instructions from Contract owners; Owners; (ii) vote the Fund Trust shares in accordance with instructions received from Contract ownersOwners; and and (iii) vote Fund Trust shares for which no instructions have been received in the same proportion as Fund Trust shares of such portfolio Series for which instructions have been received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company Act to require pass-through voting privileges for variable contract owners. ; The Company reserves Companies reserve the right to vote Fund Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts Separate Accounts participating in the Fund Trust calculates voting privileges in a manner consistent with the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also to be provided in writing to the other Participating Insurance Companies. 3.5 3.5. The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to, the dissolution, merger, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) sale of all assets of the 1940 Act (although Trust upon the Fund is not one sole authorization of its Trustees, to the extent permitted by the laws of the trusts described in Section 16(c) Commonwealth of Massachusetts and the 1940 Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter shall At least annually, the Trust shall, at its expense or at the expense of SFIM, as appropriate, provide the Company (at the Company's expense) , free of charge, with as many copies of the FundTrust's current cur rent prospectus as the Company may reasonably requestrequest for distribution to both existing Contract owners and prospective purchasers. If requested by the Company in lieu thereof, the Fund Trust shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type at the FundTrust's expense) and other assistance as is reasonably necessary in order for the Company par ties hereto once each year (or more frequently if the prospectus for the Fund Trust is supplemented or amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and the Trust's prospectus printed together in one document (document; the expenses of such printing to be at apportioned between the CompanyCompany and the Trust (or SFIM, if appropriate) in proportion to the number of pages of the Contract and Trust prospectuses, taking account of other relevant factors affecting the expense of printing, such as columns, charts, etc.; the Trust or SFIM will bear the cost of printing the Trust's expense)portion of such document, and the Company will bear the expenses of printing the Accounts' portion of such document. 3.2 The FundTrust's prospectus shall state that the Statement of Additional Information ("SAI") for the Fund Trust is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)Trust. The Trust, at its expenseexpense or at the expense of SFIM, as appropriate, shall print and provide such Statement free of charge the SAI to the Company and (or a master of the SAI suitable for duplication by the Company) for any Contract owner or prospective purchaser who requests the SAI. The Company shall provide the SAI to any Contract owner of a Contract or prospective owner purchaser who requests such Statementit. 3.3 The FundTrust (or SFIM, as appropriate), at its expense, shall provide the Company Com pany with copies of its proxy material, reports to stockholders shareholders and other communications to stockholders shareholders in such quantity as the Company shall reasonably require for distributing distribution to Contract owners. 3.4 If and to the extent required by law the The Company shall: : (ia) solicit voting instructions from Contract owners; ; (iib) vote the Fund Trust shares in accordance with instructions received from Contract owners; and and (iiic) vote Fund Trust shares for which no instructions have been received in the same proportion as Fund Trust shares of such portfolio Fund for which instructions have been received: so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund Trust shares held in any segregated asset account the Accounts 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 the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 The Fund will comply with all provisions process of the 1940 Act requiring soliciting Contract owners' voting by shareholdersinstructions, tabulating votes, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act other shareholder voting procedures shall be conducted in accordance with procedures adopted by the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect theretoCompany.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 4.1 The Underwriter shall Fund will provide the Company (at with a current Portfolio prospectus and any supplements thereto for the Company's expenseDesignated Portfolio(s) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's ’s expense) . The Fund will bear the cost of printing said prospectus for Contract owners at the time of Contract fulfillment and confirmation and for existing Contract owners. The Company will bear the cost of printing and distributing the prospectus and other assistance as is reasonably necessary in order shareholder reports for the Company once each year (or more frequently if prospective contract owners and distributing the prospectus for the Fund is amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts in one document (such printing to be at the Company's expense)Contract owners. 3.2 4.2 The Fund's Portfolio’s prospectus shall will state that the Statement of Additional Information (the “SAI”) for the Fund Portfolio is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)Company. The Fund will provide, at its their expense, shall print and provide such Statement free a reasonable amount of charge to the Company and copies of said SAI as necessary for distribution, to any owner of a existing Contract or prospective owner who requests such Statementstatement or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. If requested by the Company, in lieu thereof, the Fund will provide the current SAI set in type at the Fund’s expense. The Company will distribute the SAI as requested or required. 3.3 4.3 The Fund, at its expense, shall will provide the Company or its mailing agent with copies of its proxy material, if any, reports to stockholders shareholders/Contract owners and other permissible communications to stockholders shareholders/Contract owners in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Fund for distributing to Contract ownersthe reasonable cost of such distribution. 3.4 4.4 If and to the extent required by law law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (iiic) vote Fund shares of the Designated Portfolios held in the Account for which no timely instructions have been received received, in the same proportion as Fund shares of such portfolio Designated Portfolio for which instructions have been received: received from the Company’s Contract owners, so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company 1940 Act to require pass-through voting privileges for variable contract Contract 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 The Company will be responsible for assuring that each of their separate accounts the Accounts participating in the Fund calculates calculate voting privileges in a manner consistent with the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companiesall legal requirements. 3.5 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund either will either provide for annual meetings or (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act▇▇▇▇ ▇▇▇) as well as Sections with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's ’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of trustees directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 3.1. The Underwriter Fund or the Adviser, at its expense, shall provide the Company (at the Company's expense) with as many copies a typewritten copy of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed either separately, or together with the prospectus for the Contracts in one document (such printing to be at the Company's expense). Upon request, the Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus prior to such printing. 3.2 3.2. The Fund's prospectus shall state that the Statement statement of Additional Information additional information for the Fund is available from the Underwriter Fund (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), its transfer agent) and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such StatementStatement at the Fund's expense. 3.3 3.3. The FundFund or the Adviser, at its expense, shall provide the Company with a typewritten copy of the Fund's communications to shareholders for printing and distributing to Contract owners and with copies of its the Fund's proxy material, material and semi-annual and annual reports to stockholders and other communications to stockholders shareholders (or may, at the Fund or the Adviser's option, reimburse the Company for the pro rata cost of printing such reports) in such quantity quantities as the Company shall reasonably require require, for distributing to Contract ownersowners at the Company's expense. Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material, communications and shareholder reports prior to such printing. 3.4 3.4. If and to the extent required by law (or the Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract ownersowners or participants; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received: received from the Company's Contract owners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the Investment Company 1940 Act to require pass-through voting privileges for variable contract Contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account 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 the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 3.5. The Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 4.1 The Underwriter shall Fund will provide the Company (at with a current Fund prospectus and any supplements thereto for the Company's expenseDesignated Portfolio(s) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) . The Fund will bear the cost of printing said prospectus for Contract owners at the time of Contract fulfillment and confirmation and for existing Contract owners. The Company will bear the cost of printing and distributing the prospectus and other assistance as is reasonably necessary in order shareholder reports for the Company once each year (or more frequently if prospective contract owners and distributing the prospectus for the Fund is amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts in one document (such printing to be at the Company's expense)Contract owners. 3.2 4.2 The Fund's prospectus shall will state that the Statement of Additional Information (the "SAI") for the Fund is available from the Underwriter (or in Company. The Fund will provide, at the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free as many copies of charge to the Company and said SAI as necessary for distribution, to any owner of a existing Contract or prospective owner who requests such Statementstatement or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. If requested by the Company, in lieu thereof, the Fund will provide the current SAI set in type at the Fund's expense. The Company will distribute the SAI as requested or required. 3.3 4.3 The Fund, at its expense, shall will provide the Company or its mailing agent with copies of its proxy material, if any, reports to stockholders shareholders/Contract owners and other permissible communications to stockholders shareholders/Contract owners in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will bill the Fund for distributing to Contract ownersthe reasonable cost of such distribution. 3.4 ▇.4 If and to the extent required by law law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (iiic) vote Fund shares of the Designated Portfolios held in the Account for which no timely instructions have been received received, in the same proportion as Fund shares of such portfolio Designated Portfolio for which instructions have been received: received from the Company's Contract owners, so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company 1940 Act to require pass-through voting privileges for variable contract Contract 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 The Company will be responsible for assuring that each of their separate accounts the Accounts participating in the Fund calculates calculate voting privileges in a manner consistent with all legal requirements, including the standards Proxy Voting Procedures set forth in Schedule B attached hereto C and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance CompaniesMixed and Shared Funding Exemptive Order as described in Section 7.1. 3.5 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular particular, the Fund either will either provide for annual meetings or (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1940 Act) as well as Sections with Section 16(a) and, if and when applicablea▇▇▇▇▇▇▇▇e, Section 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 3.1. The Underwriter Fund or the Adviser, at its expense, shall provide the Company (at the Company's expense) with as many copies a typewritten copy of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed either separately, or together with the prospectus for the Contracts in one document (such printing to be at the Company's expense). Upon request, the Adviser shall be permitted to review and approve the typeset form of the Fund's prospectus prior to such printing. 3.2 3.2. The Fund's prospectus shall state that the Statement statement of Additional Information additional information for the Fund is available from the Underwriter Fund (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), its transfer agent) and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such StatementStatement at the Fund's expense. 3.3 3.3. The FundFund or the Adviser, at its expense, shall provide the Company with a typewritten copy of the Fund's communications to shareholders for printing and distributing to Contract owners and with copies of its the Fund's proxy material, material and semi-annual and annual reports to stockholders and other communications to stockholders shareholders (or may, at the Fund or the Adviser's option, reimburse the Company for the pro rata cost of printing such reports) in such quantity quantities as the Company shall reasonably require require, for distributing to Contract ownersowners at the Company's expense. Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material, communications and shareholder reports prior to such printing. 3.4 3.4. If and to the extent required by law (or the Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract ownersowners or participants; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio Portfolio for which instructions have been received: received from the Company's Contract owners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the Investment Company 1940 Act to require pass-through voting privileges for variable contract Contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account of the Accounts in its their 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 the standards set forth in Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 3.5. The Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 4.1 The Underwriter shall Trust or the Distributor will provide the Company (at the Company's expense) with as many copies of the Fund's current Trust prospectus and any supplements thereto for the Designated Fund(s) as the Company may reasonably requestrequest for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Trust will also provide as many copies of said prospectus as necessary for distribution to existing Contract owners. The Trust will provide the copies of said prospectus to the Company or to its mailing agent for distribution. The Company will ▇▇▇▇ the Trust or the Distributor for the reasonable cost of such distribution. To the extent that the Designated Fund(s) are one or more of several Funds of the Trust, the Trust shall be obligated to provide the Company only with disclosure related to the Designated Fund(s). If requested by the Company Company, in lieu thereof, the Fund shall Trust or the Distributor will provide such documentation (documentation, including a final copy of the new a current prospectus as set in type at the Fund's expense) or camera-ready or electronic format, and other assistance as is reasonably necessary in order for the Company once each year at least annually (or more frequently if the Trust prospectus for the Fund is amendedamended more frequently) to have the Fund's prospectus printed either separately, or together with the new prospectus for the Contracts in one document (such printing and the Trust's new prospectus printed together. The Trust or the Distributor will, upon request, provide the Company with a copy of the Trust's prospectus through electronic means to be at facilitate the Company's expense)efforts to provide Trust prospectuses via electronic delivery. 3.2 4.2 The FundTrust's prospectus shall will state that the Statement of Additional Information (the "SAI") for the Fund Trust is available from and will disclose how investors can obtain the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund)SAI. 4.3 The Trust, at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund, at its expense, shall will provide the Company or its mailing agent with copies of its proxy material, if any, with respect to the Designated Funds, reports to stockholders shareholders/Contract owners and other communications to stockholders shareholders/ Contract owners in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Trust for distributing to Contract ownersthe reasonable cost of such distribution. 3.4 4.4 If and to the extent required by law law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Fund shares of the Designated Funds held in the Separate Account in accordance with instructions received from Contract owners; and (iiic) vote Fund shares of the Designated Funds held in the Separate Account for which no timely instructions have been received in the same proportion as Fund shares of such portfolio Designated Fund for which instructions have been received: received from the Company's Contract owners, so long as and to the extent that the Securities and Exchange Commission continues to interpret the Investment Company 1940 Act to require pass-through voting privileges for variable contract Contract owners. The Company reserves the right to vote Fund shares of the Designated Funds 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 separate accounts the Separate Accounts participating in the Fund calculates Trust calculate voting privileges in a manner consistent with all legal requirements, including the standards Proxy Voting Procedures set forth in Schedule B attached hereto C and incorporated herein by this referencethe Mixed and Shared Funding Order, which standards will also be provided to the other Participating Insurance Companiesas described in Section 7.1. 3.5 4.5 The Fund Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the Act) as well as Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.