Common use of Disclosure Documents and Voting Clause in Contracts

Disclosure Documents and Voting. 3.1. The Trust shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s expense) and other assistance as is reasonably necessary in order for the Insurance Company 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 printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Information. 3.2. The Trust’s prospectus shall state that the Statement of Additional Information for the Trust (the “SAI”) is available from the Trust, at its expense, shall provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust Xxxxx Distributors shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust Xxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust Company shall provide such documentation (including a final copy of the new prospectus as set in type at the TrustCompany’s expense) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Trust Company is amended) to have the prospectus for the Contracts and the TrustCompany’s prospectus printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of document (at the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Informationexpense). 3.2. The TrustCompany’s prospectus shall state that the Statement of Additional Information for the Trust Company (the “SAI”) is available from the TrustCompany, and Xxxxx Distributors (or the Company), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The TrustCompany, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust Company shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust Company shares for which no instructions have been received in the same proportion as Trust Company shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote Trust Company 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 Trust Company calculates voting privileges in a manner consistent with the standards set forth on Schedule B D attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Company will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust Company currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust Company will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust Distributor shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust Distributor shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s expense) and other assistance as is reasonably necessary in order for the Insurance Company 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 printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Information. 3.2. The Trust’s prospectus shall state that the Statement of Additional Information for the Trust (the “SAI”) is available from the Trust, and the Distributor (or the Trust), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B D attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust Xxxxx Distributors shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust Xxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust Company shall provide such documentation (including a final copy of the new prospectus as set in type at the TrustCompany’s expense, or, at the request of the Insurance Company, as a diskette in the form sent to financial printers) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Trust Company is amended) to have the prospectus for the Contracts and the TrustCompany’s prospectus printed together in one document. All such documents With respect to any prospectuses of the Funds that are printed in combination with any one or more Contract prospectuses (the “Prospectus Booklet”), the costs of printing Prospectus Booklets for distribution to existing Contract owners shall be prorated to the Company based on (a) the ratio of the number of pages of the prospectuses for the Funds included in the Prospectus Booklet to the number of pages in the Prospectus Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Funds to the total number of Contract owners; provided to however, that the Insurance Company within time reasonably required to allow for shall bear all printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company such combined documents where used for distribution to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed prospective purchasers or to owners of existing Contracts not funded by the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional InformationFunds. 3.2. The TrustCompany’s prospectus shall state that the Statement of Additional Information for the Trust Company (the “SAI”) is available from the TrustCompany, and Xxxxx Distributors (or the Company), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The TrustCompany, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust Company shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust Company shares for which no instructions have been received in the same proportion as Trust Company shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote Trust Company 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 Trust Company calculates voting privileges in a manner consistent with the standards set forth on Schedule B D attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Company will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust Company currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust Company will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust shall provide the Insurance Company (at the Insurance Company’s 's expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s 's expense) and other assistance as is reasonably necessary in order for the Insurance Company 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 's prospectus printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Information. 3.2. The Trust’s 's prospectus shall state that the Statement of Additional Information for the Trust (the “"SAI”") is available from the Trust, at its expense, shall provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s 's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The At least annually, the Trust or its designee shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) , with as many copies of the current prospectus for each Fund listed on Schedule A herein shares of the Funds as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such shares. The Trust or its designee shall provide the Insurance Company, at the Insurance Company's expense, with as many more copies of the current prospectus for the shares as the Insurance Company may reasonably request for distribution to prospective purchasers of such Fund(s)Contracts. If requested by the Insurance Company in lieu thereof, the Trust or its designee shall provide such documentation (including a final camera ready copy of the new prospectus as set in type or, at the Trust’s expenserequest of the Insurance Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the Insurance Company parties hereto once each a year (or more frequently if the prospectus for the Trust shares is supplemented or amended) to have the prospectus for the Contracts and the Trust’s prospectus for the Trust shares and any other fund shares offered under the Contracts printed together in one document. All The expenses of such documents shall printing will be provided apportioned between (a) the Insurance Company, (b) other funds, and (c) the Trust in proportion to the Insurance Company within time reasonably required to allow for printing and delivery to Contract ownersnumber of pages of the Contract, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust other fund shares' prospectuses and Statements the Trust shares prospectus, taking account of Additional Information shall be other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Insurance Company. For prospectuses Trust to bear the cost of printing the shares' prospectus portion of such document for distribution only to owners of existing Contracts funded by the Trust shares and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by bear the 1933 Act and/or the 1940 Act, the cost expense of printing shall be borne by the Trust. If portion of such documents relating to the Account; provided, however, the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number shall bear all printing expenses of such prospectuses distributed combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Informationshares. 3.2. The Trust’s 's prospectus shall state that the Statement of Additional Information for the Trust (the “"SAI”") is available from the Trust, at its expense, shall provide and BBOI Worldwide (or the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust), at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.,

Disclosure Documents and Voting. 3.1. The Trust shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current content prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution distributions to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s expense) and other assistance as is reasonably necessary in order for the Insurance Company 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 printed together in one document. All such documents shall be provided to the Insurance Company within time lime reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit until cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Informationinformation. 3.2. The Trust’s prospectus shall state that the Statement of Additional Information for the Trust (the “SAI”) is available from the Trust, at its expense, shall provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Exceptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring resuming voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require requiring such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust Xxxxx Distributors shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust Xxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust Company shall provide such documentation (including a final copy of the new prospectus as set in type at the TrustCompany’s expense) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Trust Company is amended) to have the prospectus for the Contracts and the TrustCompany’s prospectus printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust Company prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the TrustCompany. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the TrustCompany’s prospectus, the Trust Company will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the TrustCompany’s per unit cost of typesetting and printing the TrustCompany’s prospectus. The same procedures shall be followed with respect to the TrustCompany’s Statement of Additional Information. 3.2. The TrustCompany’s prospectus shall state that the Statement of Additional Information for the Trust Company (the “SAI”) is available from the TrustCompany, and Xxxxx Distributors (or the Company), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The TrustCompany, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust Company shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust Company shares for which no instructions have been received in the same proportion as Trust Company shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote Trust Company 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 Trust Company calculates voting privileges in a manner consistent with the standards set forth on Schedule B D attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Company will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust Company currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust Company will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust Berger shall provide the Insurance Company (at the Insurance Company’s expense) with as many a reasonable xxxxxx of copies of the Trust's current prospectus, which is defined herein prospectus and any supplements to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein prospectus as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s)request. If requested by the Insurance Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s 's expense) and other assistance as is reasonably necessary in order for the Insurance Company 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 's prospectus printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of document (at the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Information's expense). 3.2. The Trust’s 's prospectus shall state that the Statement of Additional Information for the Trust (the “"SAI”") is available from the Trust, and Berger (or the Trust), at its expense, shall provide the print and providx xxx SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit if permitted by law shall provide pass-through voting instructions from privileges to all Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; owners so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require as requiring pass-through voting privileges for variable contract Contract owners. The Accordingly, Insurance Company reserves will vote shares of the right to vote Trust shares Fund held in any segregated asset account its Accounts in its own right, to the extent permitted by lawa manner consistent with voting instructions timely received from Contract owners. Participating Insurance Companies shall Company will be responsible for assuring that each of their separate accounts participating its Accounts that participates in the Trust Funds calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Companies as specifically disclosed to Insurance Company shall fulfill its by Berger. Insurance Company acknowledges that the obligation under, and abide by the terms and conditions of, to xxxxxlate voting privileges in a manner consistent with all other Accounts results from the Mixed and Shared Funding Exemptive OrderOrder issued by the Securities and Exchange Commission to Berger and governing participation by insurance companies in xxx Xxnds. Insurance Company shall vote shares for which it has not received voting instructions as well as shares attributable to it in the same proportion as it votes shares for which it has received voting instructions. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of directors trustees and with whatever rules the SEC Commission may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust Berger shall provide the Insurance Company (at the Insurance Company’s expense) Cxxxxxx with as many a reasonable number of copies of the Trust's current prospectus, which is defined herein prospectus and any supplements to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein prospectus as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s)request. If requested by the Insurance Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s 's expense) and other assistance as is reasonably necessary in order for the Insurance Company 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 's prospectus printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of document (at the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Information's expense). 3.2. The Trust’s 's prospectus shall state that the Statement of Additional Information for the Trust (the “"SAI”") is available from the Trust, and Berger(or the Trust), at its expense, shall xxxxl print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit if permitted by law shall provide pass-through voting instructions from privileges to all Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; owners so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require as requiring pass-through voting privileges for variable contract Contract owners. The Accordingly, Insurance Company reserves will vote shares of the right to vote Trust shares Fund held in any segregated asset account its Accounts in its own right, to the extent permitted by lawa manner consistent with voting instructions timely received from Contract owners. Participating Insurance Companies shall Company will be responsible for assuring that each of their separate accounts participating its Accounts that participates in the Trust Funds calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Companies as specifically disclosed to Insurance Company shall fulfill its by Berger. Insurance Company acknowledgxx xxxt the obligation under, and abide by the terms and conditions of, to calculate voting privileges in a manner consistent with all other Accounts results from the Mixed and Shared Funding Exemptive OrderOrder issued by the Securities and Exchange Commission to Berger and governing participation bx xxxxrance companies in the Funds. Insurance Company shall vote shares for which it has not received voting instructions as well as shares attributable to it in the same proportion as it votes shares for which it has received voting instructions. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of directors trustees and with whatever rules the SEC Commission may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust 3.01 At least annually, the Series Fund or its designee shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) , with as many copies of the current prospectus for each Fund listed on Schedule A herein the shares of the Funds as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such shares. The Series Fund or its designee shall provide the Insurance Company, at the Insurance Company's expense, with as many more copies of the current prospectus for the shares as the Insurance Company may reasonably request for distribution to prospective purchasers of such Fund(s)Contracts. If requested by the Insurance Company in lieu thereof, the Trust Series Fund or its designee shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type or, at the Trust’s expenserequest of the Insurance Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the Insurance Company parties hereto once each a year (or more frequently if the prospectus for the Trust shares is supplemented or amended) to have the prospectus for the Contracts and the Trust’s prospectus for the Series Fund shares and any other fund shares offered as investments for the Contracts printed together in one document. All The expenses of such documents printing shall be provided to apportioned between (a) the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior (b) the Series Fund in proportion to the date number of pages of the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentencesContract, all expenses of printing and distributing Trust other fund shares prospectuses and Statements the Series Fund shares prospectus, taking account of Additional Information shall be other relevant factors affecting the expense of printing' such as covers, columns, graphs and charts; the Insurance Company. For prospectuses Series Fund to bear the cost of printing the shares' prospectus portion of such document for distribution only to owners of existing Contracts funded by the Series Fund shares and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by bear the 1933 Act and/or the 1940 Act, the cost expense of printing shall be borne by the Trust. If portion of such documents relating to the Account; provided, however, the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number shall bear all printing expenses of such prospectuses distributed combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Informationshares. 3.2. 3.02 The Trust’s Series Fund's prospectus shall state that the Statement of Additional Information for the Trust Series Fund (the “"SAI”") is available from the TrustSeries Fund and IMA, at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. 3.03 The TrustSeries Fund, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. 3.04 If and to the extent required by law, the Insurance Company shall: (ia) solicit voting instructions from Contract owners; (iib) vote the Trust Series Fund shares of each Fund in accordance with instructions received from Contract owners; and (iiic) vote Trust Series Fund shares for which no instructions have been received in the same proportion as Trust Series Fund shares of that Fund for which instructions have been received; 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. ; 3.05 The Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust Series Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Series Fund will either provide for annual meetings (except insofar as the SEC Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust Series Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Series Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust Series Fund will act in accordance with the SEC’s Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of directors and with whatever rules the SEC Commission may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust Xxxxx Distributors shall provide the Insurance Company (at the Insurance Company’s 's expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust Xxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust Company shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s Company's expense, or, at the request of the Insurance Company, as a diskette in the form sent to financial printers) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Trust Company is amended) to have the prospectus for the Contracts and the Trust’s Company's prospectus printed together in one document. All such documents With respect to any prospectuses of the Funds that are printed in combination with any one or more Contract prospectuses .(the "Prospectus Booklet"), the costs of printing Prospectus Booklets for distribution to existing Contract owners shall be prorated to the Company based on (a) the ratio of the number of pages of the prospectuses for the Funds included in the Prospectus Booklet to the number of pages in the Prospectus Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Funds to the total number of Contract owners; provided to however, that the Insurance Company within time reasonably required to allow for shall bear all printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company such combined documents where used for distribution to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed prospective purchasers or to owners of existing Contracts not funded by the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional InformationFunds. 3.2. The Trust’s Company's prospectus shall state that the Statement of Additional Information for the Trust Company (the “"SAI”") is available from the TrustCompany, and Xxxxx Distributors (or the Company), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The TrustCompany, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust Company shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust Company shares for which no instructions have been received in the same proportion as Trust Company shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.;

Disclosure Documents and Voting. 3.1. The At least annually, the Trust or its designee shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) , with as many copies of the current prospectus for each Fund listed on Schedule A herein the shares of the Funds as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such shares. The Trust or its designee shall provide the Insurance Company, at the Insurance Companies expense, with as many more copies of the current prospectus for the shares as the Insurance Company may reasonably request for distribution to prospective purchasers of such Fund(s)Contracts. If requested by the Insurance Company in lieu thereof, the Trust or its designee shall provide such documentation (including a final "Camera ready" copy of the new prospectus as set in type or, at the Trust’s expenserequest of the Insurance Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the Insurance Company parties hereto once each a year (or more frequently if the prospectus for the Trust shares is supplemented or amended) to have the prospectus for the Contracts and the Trust’s prospectus for the Trust shares and any other fund shares offered as investments for the Contracts printed together in one document. All The expenses of such documents printing shall be provided to apportioned between (a) the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior (b) the Trust in proportion to the date number of pages of the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentencesContract, all expenses of printing and distributing Trust other fund shares prospectuses and Statements the Trust shares prospectus, taking account of Additional Information shall be other relevant factors affecting the expense of printing' such as covers, columns, graphs and charts; the Insurance Company. For prospectuses Trust to bear the cost of printing the shares' prospectus portion of such document for distribution only to owners of existing Contracts funded by the Trust shares and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by bear the 1933 Act and/or the 1940 Act, the cost expense of printing shall be borne by the Trust. If portion of such documents relating to the Account; provided, however, the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number shall bear all printing expenses of such prospectuses distributed combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Informationshares. 3.2. The Trust’s 's prospectus shall state that the Statement of Additional Information for the Trust (the “"SAI”") is available from the Trust, and BBOI Worldwide (or the Trust), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.;

Disclosure Documents and Voting. 3.1. The Trust Berger shall provide the Insurance Company (at the Insurance Company’s Xxxxxxy's expense) with as many copies of the Trust's current prospectus, which is defined herein prospectus and any supplements to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, for each Fund listed on Schedule A herein prospectus as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s)request. If requested by the Insurance Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s 's expense) and other assistance as is reasonably necessary in order for the Insurance Company 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 's prospectus printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of document (at the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Information's expense). 3.2. The Trust’s 's prospectus shall state that the Statement of Additional Information for the Trust (the “"SAI”") is available from the Trust, and Berger (or the Trust), at its expense, shall provide the print and providx xxx SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B C attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s Commission's interpretation of the requirements of Section 16(a16 (a) with respect to periodic elections of directors trustees and with whatever rules the SEC Commission may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. The Trust Xxxxx Distributors shall provide the Insurance Company (at the Insurance Company’s 's expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust Xxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust Company shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s Company's expense) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Trust Company is amended) to have the prospectus for the Contracts and the Trust’s Company's prospectus printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust Company prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the TrustCompany. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s Company's prospectus, the Trust Company will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s Company's per unit cost of typesetting and printing the Trust’s Company's prospectus. The same procedures shall be followed with respect to the Trust’s Company's Statement of Additional Information. 3.2. The Trust’s Company's prospectus shall state that the Statement of Additional Information for the Trust Company (the “"SAI”") is available from the TrustCompany, and Xxxxx Distributors (or the Company), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The TrustCompany, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust Company shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust Company shares for which no instructions have been received in the same proportion as Trust Company shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.;

Disclosure Documents and Voting. 3.1. The Trust Distributor shall provide the Insurance Company (at the Insurance Company’s expense) with as many copies of the current prospectus, which is defined herein to include the summary prospectus, if applicable, as further described in Article XIV of this Agreement, prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. The Trust Distributor shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule A C herein as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by shares of such Fund(s). If requested by the Insurance Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the Trust’s expense) and other assistance as is reasonably necessary in order for the Insurance Company 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 printed together in one document. All such documents shall be provided to the Insurance Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under the then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Insurance Company. For prospectuses and Statements of Additional Information provided by the Insurance Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Insurance Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust’s prospectus, the Trust will reimburse the Insurance Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust’s per unit cost of typesetting and printing the Trust’s prospectus. The same procedures shall be followed with respect to the Trust’s Statement of Additional Information. 3.2. The Trust’s prospectus shall state that the Statement of Additional Information for the Trust (the “SAI”) is available from the Trust, and the Distributor (or the Trust), at its expense, shall print and provide the SAI free of charge to the Insurance Company and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Trust, at its expense, shall provide the Insurance Company with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Trust shares for which no instructions have been received in the same proportion as Trust shares of that Fund for which instructions have been received; 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 Insurance Company reserves the right to vote 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 participating in the Trust calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. The Insurance Company shall fulfill its obligation under, and abide by the terms and conditions of, the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.