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 also provide the Company, at MFS' expense, with copies of the current prospectus for the Shares for distribution to prospective purchasers of the Policies in amounts mutually agreeable to MFS and the Company. 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 prospective or existing Policy owner. 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 also provide the Company, at MFS' expense, with copies of such materials, reports and communications for distribution to prospective purchasers of Policies in amounts mutually agreeable to MFS and the Company. 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 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 4.1 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 will provide, at the Fund’s expense, said prospectus for Contract owners at the time of Contract fulfillment and confirmation and for existing Contract owners. The Company will provide, at the Company’s expense, free the prospectus and other shareholder reports for prospective Contract owners and will distribute the prospectus and other shareholder reports to said prospective Contract owners. 4.2 The Fund’s prospectus will state that the Statement of chargeAdditional Information (the “SAI”) for the Fund is available from the Company. The Fund will provide, with at the Fund’s expense, as many copies of said SAI as necessary for distribution, to any existing Contract owner who requests such SAI or whenever state or federal law requires that such SAI be provided. The Fund will provide the current prospectus (describing only the Funds listed in Schedule A hereto) for the Shares as copies of said SAI to the Company may reasonably request for distribution or to existing Policy owners whose Policies are funded its mailing agent. If requested by such Shares. MFS or its designee shall also provide the Company, at MFS' expensein lieu thereof, with copies of the Fund will 2013-04-FIVIT 7 provide the current prospectus for SAI set in type at the Shares for distribution Fund’s expense. The Company will distribute the SAI as requested or required to prospective purchasers of the Policies in amounts mutually agreeable to MFS and Contract owners at the Company’s expense. 3.2. 4.3 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 designeeFund, 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 prospective or existing Policy owner. 3.3. MFS or its designee shall will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and to the extent applicable to the Shares, of the Funds' proxy materialsany, reports to Shareholders shareholders/Contract owners and other permissible communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require for distribution to existing Policy ownersrequire. MFS or its designee shall also provide the Company, at MFS' expense, with copies of such materialsThe Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Fund for distribution to prospective purchasers the reasonable cost of Policies in amounts mutually agreeable to MFS and the Companysuch distribution. 3.4. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of the Designated Portfolios held in the Account in accordance with instructions received from Policy Contract owners; and (c) vote shares of the Shares Designated Portfolios held in the Account for which no timely instructions have been received received, in the same proportion as the Shares shares of such Fund Designated Portfolio for which instructions have been received from Policy the Company’s Contract owners; , so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable 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 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 Company will be responsible for assuring that the Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and 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, 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, 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.