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

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, MFS or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Funds listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. MFS or its designee shall provide the Company, at MFS’ expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies; provided, however, that if at any time MFS or an affiliate reasonably deems the usage of such items to be excessive, each may require that Aetna pay the cost of printing and mailing any additional copies of such materials that are requested by Aetna. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from MFS or its designee. MFS or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. MFS or its designee, at the Company’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. MFS or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Funds’ proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. MFS shall make good faith efforts to provide notice of a proxy as far in advance of the Funds’ Record Date as is reasonably practicable. 3.4. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The #43739 Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, MFS or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Funds listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. MFS or its designee shall also provide the Company, at MFS’ ' expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies; provided, however, that if at any time the Policies in amounts mutually agreeable to MFS or an affiliate reasonably deems and the usage of such items to be excessive, each may require that Aetna pay the cost of printing and mailing any additional copies of such materials that are requested by AetnaCompany. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from MFS or its designee. MFS or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a prospective or existing Policy funded by the Shares. MFS or its designee, at the Company’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Sharesowner. 3.3. MFS or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Funds’ ' proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to existing Policy owners. MFS or its designee shall make good faith efforts also provide the Company, at MFS' expense, with copies of such materials, reports and communications for distribution to provide notice prospective purchasers of a proxy as far Policies in advance of amounts mutually agreeable to MFS and the Funds’ Record Date as is reasonably practicableCompany. 3.4. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The #43739 Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law.