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

PROSPECTUS AND PROXY STATEMENTS; VOTING. 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 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 shareholder reports for prospective contract owners and distributing the prospectus to Contract owners. 4.2 The Fund’s prospectus will state that the Statement of Additional Information (the “SAI”) for the Fund is available from the Company. The Fund will provide, at the Fund’s expense, as many copies of said SAI as necessary for distribution, to any existing Contract owner who requests such statement 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. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with 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 Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. 4.4 If and to the extent required by law, the Company will: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company’s Contract owners, so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for 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 0000 Xxx) 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. 4.1 The Fund will provide the Company with a current Fund Portfolio prospectus and any supplements thereto for the Designated Portfolio(s) 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 shareholder reports for prospective contract owners and distributing the prospectus to Contract owners. 4.2 The FundPortfolio’s prospectus will state that the Statement of Additional Information (the “SAI”) for the Fund Portfolio is available from the Company. The Fund will provide, at the Fund’s their expense, as many a reasonable amount of copies of said SAI as necessary for distribution, to any existing Contract owner who requests such statement 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. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with 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 Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx the Fund for the reasonable cost of such distribution. 4.4 If and to the extent required by law, the Company will: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company’s Contract owners, so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for 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 0000 Xxx) 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. 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 '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 shareholder reports for prospective contract owners and distributing the prospectus to Contract owners. 4.2 The Fund’s 's prospectus will state that the Statement of Additional Information (the “"SAI”") for the Fund is available from the Company. The Fund will provide, at the Fund’s 's expense, as many copies of said SAI as necessary for distribution, to any existing Contract owner who requests such statement 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 's expense. The Company will distribute the SAI as requested or required. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with 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 Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will xxxx bill the Fund for the reasonable cost of such distribution. 4.4 0.4 If and to the extent required by law, the Company will: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company’s 's Contract owners, so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for 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 0000 Xxx1940 Act) as well as with Section 16(a) and, if and when applicableaxxxxxxxxe, Section 16(b). Further, the Fund will act in accordance with the Commission’s 's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 The Fund will 3.1. KFSC shall provide the Company 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 current Fund prospectus and any supplements thereto for final copy of the Designated Portfolio(s) new prospectus, excluding the SAI, as set in type at the Fund’s Trust's expense) and other assistance as is reasonably necessary in order for the Companies once each year (or more frequently if the prospectus for the Trust is amended) to have the prospectus for the Contracts and the Trust's prospectus, excluding the SAI, printed together in one document (such printing to be at the Companies' expense). 3.2. The Fund will bear the cost of printing said Trust's 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 shareholder reports for prospective contract owners and distributing the prospectus to Contract owners. 4.2 The Fund’s prospectus will shall state that the Statement of Additional Information (the “SAI”) SAI for the Fund Trust is available from KFSC and the Company. The Fund will provide, at the Fund’s expense, as many copies of said SAI as necessary for distribution, to any existing Contract owner who requests such statement 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. 4.3 The FundTrust, at its expense, will shall provide final copy of such SAI to KFSC for duplication and provision to any prospective owner who requests the SAI and to any owner of a Variable Insurance Product ("Owners"). 3.3. The Trust, at its expense, shall provide the Company or its mailing agent Companies with copies of its proxy material, if any, reports to shareholders/Contract owners shareholders and other permissible communications to shareholders/Contract owners shareholders in such quantity as the Company will Companies shall reasonably require. The Company will distribute this proxy material, reports and other communications require for distribution to existing Contract owners and will xxxx the Fund for the reasonable cost of such distributionOwners. 4.4 3.4. If and to the extent required by law, the Company will: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; Companies and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company’s Contract owners, so long as and to the extent that the Commission SEC continues to interpret the 1940 Act to require pass-through voting privileges for Contract owners. Owners, the Trust shall: (i) solicit voting instructions from Owners; (ii) vote the Trust shares in accordance with instructions received from Owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of such Series for which instructions have been received; 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 Company will Participating Insurance Companies shall be responsible for assuring that the each of their Separate Accounts participating in the Fund calculate Trust calculates voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth standards to be provided in Schedule C and writing to the Mixed and Shared Funding Exemptive Order as described in Section 7.1Participating Insurance Companies. 4.5 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 either will provide for annual meetings (except insofar as the Commission may interpret Section 16 sale of all assets of the 1940 Act not to require such meetings) or, as Trust upon the Fund currently intendssole authorization of its Trustees, to comply with Section 16(c) 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 0000 Xxx) 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 theretoAct.