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

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. The Fund or the Adviser, at its expense, shall provide a typewritten copy of the Fund's current prospectus and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together 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. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Fund (or its transfer agent) and shall print and provide such Statement to the Company and to any owner of a Contract or prospective owner who requests such Statement at the Company's expense. 3.3. The Fund or the Adviser, at its expense, shall provide the Company with a typewritten copy of the Fund's proxy material, reports to shareholders and other communications to shareholders for printing and distributing to Contract owners 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. 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 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 for which instructions have been received; so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 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. The parties acknowledge that Participating Insurance Companies shall be 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 on Schedule C attached hereto, which standards will also be followed by the other Participating Insurance Companies.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. The Fund or the Adviser, at its expense, KFSC shall provide the Companies with as many copies of the Trust's current prospectus, excluding the SAI, as the Companies may reasonably request in connection with delivery of the prospectus, excluding the SAI, to shareholders and purchasers of Variable Insurance Products. If requested by the Companies in lieu thereof, the Trust shall provide such documentation (including a typewritten final copy of the Fundnew prospectus, excluding the SAI, as set in type at the Trust's current prospectus 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 supplemented or amended) to have the prospectus for the Contracts and the FundTrust's prospectus prospectus, excluding the SAI, printed together in one document (such printing to be at the Company's Companies' expense). The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing. 3.2. The FundTrust's prospectus shall state that the Statement of Additional Information SAI for the Fund Trust is available from KFSC and the Fund (or Trust, at its transfer agent) expense, shall provide final copy of such SAI to KFSC for duplication and shall print and provide such Statement provision to any prospective owner who requests the Company SAI and to any owner of a Contract or prospective owner who requests such Statement at the Company's expenseVariable Insurance Product ("Owners"). 3.3. The Fund or the AdviserTrust, at its expense, shall provide the Company Companies with a typewritten copy copies of the Fund's its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Companies shall reasonably require for printing and distributing distribution to Contract owners 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 printingOwners. 3.4. If and to the extent required by law (or law, the Shred Funding Exemptive Order) Companies and, so long as and to the Company 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 Funds 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 1940 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. The parties acknowledge that Participating Insurance Companies shall be responsible, with the guidance and assistance of the Fund, 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 on Schedule C attached hereto, which standards will also to be followed by provided in writing to the other Participating Insurance Companies. 3.5. The 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 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.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.14.1 The Fund will provide the Company with as many copies of the current Fund prospectus and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the Adviserprospectus to existing Contract owners. The Fund will, at its expenseupon request, shall provide the Company with a typewritten copy of the Fund's current prospectus and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) through electronic means to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at facilitate the Company's expense)efforts to provide Fund prospectuses via electronic delivery. The Adviser shall be permitted Company will bear the expense of printing and distributing prospectuses to review and approve the typeset form of the Fund's Prospectus prior to such printingprospective contractholders. 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 free of charge upon request. The Fund will provide the Fund (or its transfer agent) Company, at the Fund's expense, with as many copies of the SAI and shall print and provide such Statement to any supplements thereto as the Company may reasonably request for distribution to prospective Contract owners and applicants and to any owner of a existing Contract or prospective owner who requests such Statement at the Company's expense. 3.3statement 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 the Adviserto its mailing agent. 4.3 The Fund, at its expense, shall will provide the Company or its mailing agent with a typewritten copy copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Fund's Company will reasonably require. The Company will distribute this proxy material, reports to shareholders and other communications to shareholders for printing and distributing to existing Contract owners at he Company's expense. The Adviser shall be permitted to review and approve will ▇▇▇▇ the typeset form Fund for the reasonable cost of such proxy material and shareholder reports prior to such printingdistribution. 3.4. 4.4 If and to the extent required by law (or the Shred Funding Exemptive Order) law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Funds 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 or are held by the Company on behalf of the Account that are not attributable to Contract owners, in the same proportion as Fund shares of such 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 1940 Act to require pass- 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 right in the extent permitted by lawsame proportion as shares of such Designated Portfolio for which instructions have been received from the Company's Contract owners. The parties acknowledge that Participating Insurance Companies shall Company will be responsible, with the guidance and assistance of the Fund, 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 Mixed and Shared Funding Exemptive Order described in Section 7.1 and consistent with any reasonable standards set forth that the Fund may adopt and provide in writing. 4.5 The Company shall not, without prior notice to the Fund, induce Contract owners to vote on Schedule C attached hereto, which standards will also be followed any matter submitted for consideration by the shareholders of the Fund in a manner other Participating Insurance Companiesthan as recommended by the Board. 4.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or to comply with Section 16(c) of the 1940 Act as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the 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. 3.14.1 The Fund will provide the Company with a current Fund prospectus and any supplements thereto for the Designated Portfolio(s) set in type at the Fund’s expense. The Fund or will bear the Adviser, cost of printing said prospectus for Contract owners at its expense, shall provide a typewritten copy the time of Contract fulfillment and confirmation and for existing Contract owners. The Company will bear the Fund's current 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 supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together 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 printingContract 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 Company. The Fund (or its transfer agent) and shall print and provide such Statement to will provide, at the Company and Fund’s expense, as many copies of said SAI as necessary for distribution, to any owner of a existing Contract or prospective owner who requests such Statement at the Company's expense. 3.3statement 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 AdviserCompany, 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. 4.3 The Fund, at its expense, shall will provide the Company or its mailing agent with a typewritten copy copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Fund's Company will reasonably require. The Company will distribute this proxy material, reports to shareholders and other communications to shareholders for printing and distributing to existing Contract owners at he Company's expense. The Adviser shall be permitted to review and approve will ▇▇▇▇ the typeset form Fund for the reasonable cost of such proxy material and shareholder reports prior to such printingdistribution. 3.4. 4.4 If and to the extent required by law (or the Shred Funding Exemptive Order) law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Funds 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 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 1940 Act to require pass- 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. The parties acknowledge that Participating Insurance Companies shall Company will be responsible, with the guidance and assistance of the Fund, 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 on in Schedule C attached heretoand the Mixed and Shared Funding Exemptive Order as described in Section 7.1. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, which standards and in particular, the Fund either will also be followed by provide for annual meetings (except insofar as the other Participating Insurance CompaniesCommission 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 ▇▇▇▇ ▇▇▇) as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Commission’s 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.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. The Fund or the Adviser, at its expense, shall provide a typewritten copy of the Fund's current prospectus and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). The Upon request, the Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prospectus prior to such printing. 3.2. The Fund's prospectus shall state that the Statement statement of Additional Information additional information for the Fund is available from the Fund (or its transfer agent) and shall print and provide such Statement to the Company and to any owner of a Contract or prospective owner who requests such Statement at the CompanyFund's expense. 3.3. The Fund or the Adviser, at its expense, shall provide the Company with a typewritten copy of the Fund's proxy material, reports to shareholders and other communications to shareholders for printing and distributing to Contract owners and with copies of the Fund's proxy material and semi-annual and annual reports to shareholders (or may, at he the Fund or the Adviser's option, reimburse the Company for the pro rata cost of printing such reports) in such quantities as the Company shall reasonably require, for distributing to Contract owners at the Company's expense. The Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material material, communications and shareholder reports prior to such printing. 3.4. If and to the extent required by law (or the Shred Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Funds 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 for which instructions have been receivedreceived from the Company's Contract owners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass- 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. 3.5. The parties acknowledge that Participating Insurance Companies shall be responsible, Fund will comply with the guidance and assistance all applicable provisions of the Fund, for assuring that each of their separate accounts participating in the Fund calculates 1940 Act requiring voting privileges in a manner consistent with the standards set forth on Schedule C attached hereto, which standards will also be followed by the other Participating Insurance Companiesshareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.14.1 The Fund will provide the Company with as many copies of the current Fund prospectus and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the Adviserprospectus to existing Contract owners. The Fund will, at its expenseupon request, shall provide the Company with a typewritten copy of the Fund's current prospectus and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) through electronic means to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at facilitate the Company's expense)efforts to provide Fund prospectuses via electronic delivery. The Adviser shall be permitted Company will bear the expense of printing and distributing prospectuses to review and approve the typeset form of the Fund's Prospectus prior to such printingprospective contractholders. 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 free of charge upon request. The Fund will provide the Fund (or its transfer agent) Company, at the Fund's expense, with as many copies of the SAI and shall print and provide such Statement to any supplements thereto as the Company may reasonably request for distribution to prospective Contract owners and applicants and to any owner of a existing Contract or prospective owner who requests such Statement at the Company's expense. 3.3statement 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 the Adviserto its mailing agent. 4.3 The Fund, at its expense, shall will provide the Company or its mailing agent with a typewritten copy copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Fund's Company will reasonably require. The Company will distribute this proxy material, reports to shareholders and other communications to shareholders for printing and distributing to existing Contract owners at he Company's expense. The Adviser shall be permitted to review and approve will ▇▇▇▇ the typeset form Fund for the reasonable cost of such proxy material and shareholder reports prior to such printingdistribution. 3.4. 4.4 If and to the extent required by law (or the Shred Funding Exemptive Order) law, the Company shall: will: (ia) solicit voting instructions from Contract owners; ; (iib) vote the Funds shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and and (iiic) vote Fund shares of the Designated Portfolios held in the Account for which no timely instructions have been received or are held by the Company on behalf of the Account that are not attributable to Contract owners, in the same proportion as Fund shares of such 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 1940 Act to require pass- 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 right in the extent permitted by lawsame proportion as shares of such Designated Portfolio for which instructions have been received from the Company's Contract owners. The parties acknowledge that Participating Insurance Companies shall Company will be responsible, with the guidance and assistance of the Fund, 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 Mixed and Shared Funding Exemptive Order described in Section 7.1 and consistent with any reasonable standards set forth that the Fund may adopt and provide in writing. 4.5 The Company shall not, without prior notice to the Fund, induce Contract owners to vote on Schedule C attached hereto, which standards will also be followed any matter submitted for consideration by the shareholders of the Fund in a manner other Participating Insurance Companiesthan as recommended by the Board. 4.6 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or to comply with Section 16(c) of the 1940 Act as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the 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. 3.14.1. The Fund will provide the Company with as many copies of the current Fund prospectus and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution to Contract owners at the time of Contract fulfillment and confirmation. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the Adviserprospectus to existing Contract owners. The Fund will, at its expenseupon request, shall provide the Company with a typewritten copy of the Fund's current prospectus and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) through electronic means to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at facilitate the Company's expense)efforts to provide Fund prospectuses via electronic delivery. The Adviser shall be permitted Company will bear the expense of printing and distributing prospectuses to review and approve the typeset form of the Fund's Prospectus prior to such printingprospective contractholders. 3.24.2. The Fund's prospectus shall will state that the Statement of Additional Information (the "SAI") for the Fund is available from free of charge upon request. The Fund will provide the Fund (or its transfer agent) Company, at the Fund's expense, with as many copies of the SAI and shall print and provide such Statement to any supplements thereto as the Company may reasonably request for distribution to prospective Contract owners and applicants and to any owner of a existing Contract or prospective owner who requests such Statement at the Company's expense. 3.3statement 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 the Adviserto its mailing agent. 4.3. The Fund, at its expense, shall will provide the Company or its mailing agent with a typewritten copy copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Fund's Company will reasonably require. The Company will distribute this proxy material, reports to shareholders and other communications to shareholders for printing and distributing to existing Contract owners at he Company's expense. The Adviser shall be permitted to review and approve will ▇▇▇▇ the typeset form Fund for the reasonable cost of such proxy material and shareholder reports prior to such printingdistribution. 3.44.4. If and to the extent required by law (or the Shred Funding Exemptive Order) law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Funds 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 or are held by the Company on behalf of the Account that are not attributable to Contract owners, in the same proportion as Fund shares of such 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 1940 Act to require pass- 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 right in the extent permitted by lawsame proportion as shares of such Designated Portfolio for which instructions have been received from the Company's Contract owners. The parties acknowledge that Participating Insurance Companies shall Company will be responsible, with the guidance and assistance of the Fund, 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 Mixed and Shared Funding Exemptive Order described in Section 7.1 and consistent with any reasonable standards set forth that the Fund may adopt and provide in writing. 4.5. The Company shall not, without prior notice to the Fund, induce Contract owners to vote on Schedule C attached hereto, which standards will also be followed any matter submitted for consideration by the shareholders of the Fund in a manner other Participating Insurance Companiesthan as recommended by the Board. 4.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or to comply with Section 16( c) of the 1940 Act as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the 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. 3.14.1 The Fund will provide the Company with a current Fund prospectus and any supplements thereto for the Designated Portfolio(s) set in type at the Fund's expense. The Fund or the Adviserwill provide, at its the Fund’s expense, shall provide a typewritten copy said prospectus for Contract owners at the time of Contract fulfillment and confirmation and for existing Contract owners. The Company will provide, at the Fund's current Company’s expense, 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 will distribute the prospectus for the Fund is supplemented or amended) and other shareholder reports to have the prospectus for the Contracts and the Fund's prospectus printed together 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 printingsaid prospective 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 Company. The Fund (or its transfer agent) and shall print and provide such Statement to will provide, at the Company and Fund's expense, as many copies of said SAI as necessary for distribution, to any owner of a existing Contract or prospective owner who requests such Statement SAI or whenever state or federal law requires that such SAI 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 to the Contract owners at the Company's ’s expense. 3.3. 4.3 The Fund or the AdviserFund, at its expense, shall will provide the Company or its mailing agent with a typewritten copy copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Fund's Company will reasonably require. The Company will distribute this proxy material, reports to shareholders and other communications to shareholders for printing and distributing to existing Contract owners at he Company's expense. The Adviser shall be permitted to review and approve will ▇▇▇▇ the typeset form Fund for the reasonable cost of such proxy material and shareholder reports prior to such printingdistribution. 3.4. 4.4 If and to the extent required by law (or the Shred Funding Exemptive Order) law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Funds 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 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 1940 Act to require pass- 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. The parties acknowledge that Participating Insurance Companies shall Company will be responsible, with the guidance and assistance of the Fund, 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 on in Schedule C attached heretoand the Mixed and Shared Funding Exemptive Order as described in Section 7.1. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, which standards and in particular, the Fund either will also be followed by provide for annual meetings (except insofar as the other Participating Insurance CompaniesCommission 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 ▇▇▇▇ ▇▇▇) as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Commission's 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.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.14.1 The Fund will provide the Company with a current Portfolio prospectus and any supplements thereto for the Designated Portfolio(s) set in type at the Fund’s expense. The Fund or will bear the Adviser, cost of printing said prospectus for Contract owners at its expense, shall provide a typewritten copy the time of Contract fulfillment and confirmation and for existing Contract owners. The Company will bear the Fund's current 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 supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together 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 printingContract 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 Company. The Fund (or its transfer agent) and shall print and provide such Statement to the Company and will provide, at their expense, a reasonable amount of copies of said SAI as necessary for distribution, to any owner of a existing Contract or prospective owner who requests such Statement at the Company's expense. 3.3statement 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 AdviserCompany, 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. 4.3 The Fund, at its expense, shall will provide the Company or its mailing agent with a typewritten copy copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Fund's Company will reasonably require. The Company will distribute this proxy material, reports to shareholders and other communications to shareholders for printing and distributing to existing Contract owners at he Company's expense. The Adviser shall be permitted to review and approve will ▇▇▇▇ the typeset form Fund for the reasonable cost of such proxy material and shareholder reports prior to such printingdistribution. 3.4. 4.4 If and to the extent required by law (or the Shred Funding Exemptive Order) law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Funds 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 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 1940 Act to require pass- 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. The parties acknowledge that Participating Insurance Companies shall Company will be responsible, with the guidance and assistance of the Fund, 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. 4.5 The Fund will comply with all provisions of the standards set forth on Schedule C attached hereto1940 Act requiring voting by shareholders, which standards and in particular, the Fund either will also be followed by provide for annual meetings (except insofar as the other Participating Insurance CompaniesCommission 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 ▇▇▇▇ ▇▇▇) as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Commission’s 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.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. The Fund or the Adviser, at its expense, shall provide a typewritten copy of the Fund's current prospectus and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). The Upon request, the Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prospectus prior to such printing. 3.2. The Fund's prospectus shall state that the Statement statement of Additional Information additional information for the Fund is available from the Fund (or its transfer agent) and shall print and provide such Statement to the Company and to any owner of a Contract or prospective owner who requests such Statement at the CompanyFund's expense. 3.3. The Fund or the Adviser, at its expense, shall provide the Company with a typewritten copy of the Fund's proxy material, reports to shareholders and other communications to shareholders for printing and distributing to Contract owners and with copies of the Fund's proxy material and semi-annual and annual reports to shareholders (or may, at he the Fund or the Adviser's option, reimburse the Company for the pro rata cost of printing such reports) in such quantities as the Company shall reasonably require, for distributing to Contract owners at the Company's expense. The Upon request, the Adviser shall be permitted to review and approve the typeset form of such proxy material material, communications and shareholder reports prior to such printing. 3.4. If and to the extent required by law (or the Shred Mixed and Shared Funding Exemptive Order) the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Funds 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 for which instructions have been receivedreceived from the Company's Contract owners; so long as and to the extent that the Securities and Exchange Commission SEC continues to interpret the 1940 Act to require pass- 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. 3.5. The parties acknowledge that Participating Insurance Companies shall be responsible, Fund will comply with the guidance and assistance all applicable provisions of the Fund, for assuring that each of their separate accounts participating in the Fund calculates 1940 Act requiring voting privileges in a manner consistent with the standards set forth on Schedule C attached hereto, which standards will also be followed by the other Participating Insurance Companiesshareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 The Fund or the Adviser, at its expense, Underwriter shall provide a typewritten copy 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 supplemented or amended) to have the Fund's prospectus printed either separately, or together with the prospectus for the Contracts and the Fund's prospectus printed together 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 Fund 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 transfer agent) and 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 at the Company's expenseStatement. 3.3. 3.3 The Fund or the AdviserFund, at its expense, shall provide the Company with a typewritten copy copies of the Fund's its proxy material, reports to shareholders stockholders and other communications to shareholders stockholders in such quantity as the Company shall reasonably require for printing and distributing to Contract owners 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 printingowners. 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 Funds 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 portfolio for which instructions have been received; : so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Investment Company 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, with the guidance and assistance of the Fund, 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 on in Schedule C B attached heretohereto and incorporated herein by this reference, which standards will also be followed by 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. 3.14.1 The Fund will provide the Company with a current Fund prospectus and any supplements thereto for the Designated Portfolio(s) set in type at the Fund's expense. The Fund or will bear the Adviser, cost of printing said prospectus for Contract owners at its expense, shall provide a typewritten copy the time of Contract fulfillment and confirmation and for existing Contract owners. The Company will bear the Fund's current 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 supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together 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 printingContract 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 Company. The Fund (or its transfer agent) and shall print and provide such Statement to will provide, at the Company and Fund's expense, as many copies of said SAI as necessary for distribution, to any owner of a existing Contract or prospective owner who requests such Statement at the Company's expense. 3.3statement 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 AdviserCompany, 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. 4.3 The Fund, at its expense, shall will provide the Company or its mailing agent with a typewritten copy copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Fund's Company will reasonably require. The Company will distribute this proxy material, reports to shareholders and other communications to shareholders for printing and distributing to existing Contract owners at he Company's expense. The Adviser shall be permitted to review and approve will bill the typeset form Fund for the reasonable cost of such proxy material and shareholder reports prior to such printingdistribution. 3.4. ▇.4 If and to the extent required by law (or the Shred Funding Exemptive Order) law, the Company shallwill: (ia) solicit voting instructions from Contract owners; (iib) vote the Funds 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 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 1940 Act to require pass- 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. The parties acknowledge that Participating Insurance Companies shall Company will be responsible, with the guidance and assistance of the Fund, 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 on in Schedule C attached heretoand the Mixed and Shared Funding Exemptive Order as described in Section 7.1. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, which standards and in particular, the Fund either will also be followed by provide for annual meetings (except insofar as the other Participating Insurance CompaniesCommission 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 with Section 16(a) and, if and when a▇▇▇▇▇▇▇▇e, Section 16(b). Further, the Fund will act in accordance with the Commission's 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.