Common use of Disclosure Documents and Voting Clause in Contracts

Disclosure Documents and Voting. 3.1. Xxxxx Distributors shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the current prospectus for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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 Company shall provide such documentation (including a final copy of the new prospectus as set in type at the 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 Company is amended) to have the prospectus for the Contracts and the Company's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The Company's prospectus shall state that the Statement of Additional Information for the Company (the "SAI") is available from the Company, 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 Company, 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 Company shares of each Fund in accordance with instructions received from Contract owners; and (iii) vote Company shares for which no instructions have been received in the same proportion as Company shares of that Fund for which instructions have been received;

Disclosure Documents and Voting. 3.1. Xxxxx Distributors Bergxx Xxxociates shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors Bergxx Xxxociates (or the CompanyTrust), 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 CompanyTrust, 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 Company Trust shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;; so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges

Disclosure Documents and Voting. 3.1. Xxxxx Distributors Berger shall electronically provide the Insurance Company in .pdf xxxxxt (at the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein and any supplements to the prospectus as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors Berger (or the CompanyTrust), at its expense, shall print and provide the SAI thx XXX free of charge to the Insurance Company (in addition to providing it to the Insurance Company electronically in .pdf format) and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The CompanyTrust, 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, and electronically in .pdf format. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Company Trust shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;

Disclosure Documents and Voting. 3.1. Xxxxx Distributors Xxxxxx Associates shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors Xxxxxx Associates (or the CompanyTrust), 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 CompanyTrust, 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 Company Trust shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;

Disclosure Documents and Voting. 3.1. Xxxxx Distributors shall provide the Insurance Company (at the Insurance Company's ’s expense) with as many copies of the current prospectus (or summary prospectus as allowed by regulation) for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. Xxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus (or summary prospectus as allowed by regulation) for each Fund listed on Schedule 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 Company shall provide such documentation (including a final copy of the new prospectus as set in type at the Company'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 Company is amended) to have the prospectus for the Contracts and the Company's ’s prospectus printed together in one document (at the Insurance Company's ’s expense). 3.2. The Company's ’s prospectus shall state that the Statement of Additional Information for the Company (the "“SAI"”) is available from the Company, 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 Company, 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 Company shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company shares for which no instructions have been received in the same proportion as 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 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 Company calculates voting privileges in a manner consistent with the standards set forth on Schedule 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 Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the 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 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 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. Xxxxx Distributors The Adviser shall provide the Insurance Company Companies (at the Insurance Company's Companies' expense) with as many copies of the Investment Company's current prospectus for each Fund listed on Schedule C herein as the Insurance Company Companies may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company Companies in lieu thereof, the Investment Company shall provide such documentation (including a final copy of the new prospectus as set in type at the Investment Company's expense) and other assistance as is reasonably necessary in order for the Insurance Company Companies once each year (or more frequently if the prospectus for the Investment Company is amended) to have the prospectus for the Contracts and the Investment Company's prospectus printed together in one document (at the Insurance Company's Companies' expense). 3.2. The Investment Company's prospectus shall state at that the Statement of Additional Information for the Investment Company (the "SAI") is available from the Investment Company, and Xxxxx Distributors the Adviser (or the Investment Company), at its expense, shall print and provide the SAI free of charge to the Insurance Company Companies and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The Investment Company, at its expense, shall provide the Insurance Company Companies with copies of its proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company Companies shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law, the Insurance Company Companies shall: (i) solicit voting instructions from Contract contract owners; ; (ii) vote the Investment Company shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Investment Company shares for which no instructions have been received in the same proportion as Investment Company shares of that Fund for which instructions have been received;; so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. Each of the Insurance Companies reserves the right to vote Investment 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 Investment Company calculates voting privileges in a manner consistent with the provisions set forth above. 3.5. The Investment Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Investment Company will either 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 Investment Company currently intends, comply with Section 16(c) of the 1940 Act (although Investment Company is not one of the trusts described in Section 16(c) of that Act) as well as the Sections 16(a) and, if and when applicable, 16(b). Further, the Investment Company will act in accordance with the Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. Xxxxx Distributors shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the Company's current prospectus for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company shall provide such documentation (including a final copy of the new prospectus as set in type at the 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 Company is amended) to have the prospectus for the Contracts and the Company's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The Company's prospectus shall state that the Statement of Additional Information for the Company (the "SAI") is available from the Company, 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 Company, 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 Company shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company shares for which no instructions have been received in the same proportion as Company shares of that Fund for which instructions have been received;

Disclosure Documents and Voting. 3.1. Xxxxx Distributors Berger shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the xxx Xrust's current prospectus for each Fund listed on Schedule C herein and any supplements to the prospectus as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors Berger (or the CompanyTrust), at its expense, shall print and provide the provixx 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 CompanyTrust, 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 The Insurance Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent required permitted by law. To the extent applicable, 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 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 Insurance Company shall: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 (iexcept insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) solicit voting instructions from Contract owners; or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (iialthough the Trust is not one of the trusts described in Section 16(c) vote of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Company shares of each Fund Trust will act in accordance with instructions received from Contract owners; the Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and (iii) vote Company shares for which no instructions have been received in with whatever rules the same proportion as Company shares of that Fund for which instructions have been received;Commission may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. Xxxxx Distributors BBOI Worldwide shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein prospects as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors BBOI Worldwide (or the CompanyTrust), 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 CompanyTrust, 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 Company Trust shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;; so long as and to the extent that the 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 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 Sated 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 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 Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. Xxxxx Davis Distributors shall provide the Insurance Company (at the Insurance Inxxxxxce Company's expense) with as many copies of the current prospectus for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. Xxxxx Davis Distributors shall also provide the Insurance Company (free of chargexx xharge) with as many copies of the current prospectus for each Fund listed on Schedule 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 Company shall provide such documentation (including a final copy of the new prospectus as set in type at the 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 Company is amended) to have the prospectus for the Contracts and the Company's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The Company's prospectus shall state that the Statement of Additional Information for the Company (the "SAI") is available from the Company, and Xxxxx Davis Distributors (or the Company), at its expense, shall print and provide xxx xrovide 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 Company, 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 Company shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company shares for which no instructions have been received in the same proportion as 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 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 Company calculates voting privileges in a manner consistent with the standards set forth on Schedule 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 Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the 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 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 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. Xxxxx Distributors Berger Associates shall provide the Insurance Company Compaxx (at xx the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors Berger Associates (or the CompanyTrust), at its expense, shall print sxxxx xrint 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 CompanyTrust, 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 Company Trust shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;; so long as and to the extent that the 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. 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 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 Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

Disclosure Documents and Voting. 3.1. Xxxxx Distributors Xxxxxx shall electronically provide the Insurance Company in .pdf format (at the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein and any supplements to the prospectus as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors Xxxxxx (or the CompanyTrust), at its expense, shall print and provide the SAI free of charge to the Insurance Company (in addition to providing it to the Insurance Company electronically in .pdf format) and to any owner of a Contract or prospective owner who requests the SAI. 3.3. The CompanyTrust, 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, and electronically in .pdf format. 3.4. If and to the extent required by law, the Insurance Company shall: (i) solicit voting instructions from Contract owners; ; (ii) vote the Company Trust shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;

Disclosure Documents and Voting. 3.1. Xxxxx Distributors Xxxxxx shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein and any supplements to the prospectus as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors Xxxxxx (or the CompanyTrust), 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 CompanyTrust, 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 Company Trust shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;

Disclosure Documents and Voting. 3.1. Xxxxx Distributors shall Bergxx xxxll provide the Insurance Company (at the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein and any supplements to the prospectus as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors (or Bergxx xx the CompanyTrust), 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 CompanyTrust, 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 Company Trust shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;; so long as and to the extent that the 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

Disclosure Documents and Voting. 3.1. Xxxxx Distributors BBOI Worldwide shall provide the Insurance Company (at the Insurance Company's expense) with as many copies of the Trust's current prospectus for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. 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 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)request. If requested by the Insurance Company in lieu thereof, the Company Trust shall provide such documentation (including a final copy of the new prospectus as set in type at the CompanyTrust'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 Company Trust is amended) to have the prospectus for the Contracts and the CompanyTrust's prospectus printed together in one document (at the Insurance Company's expense). 3.2. The CompanyTrust's prospectus shall state that the Statement of Additional Information for the Company Trust (the "SAI") is available from the CompanyTrust, and Xxxxx Distributors BBOI Worldwide (or the CompanyTrust), 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 CompanyTrust, 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 Company Trust shares of each Fund in accordance with instructions instruc- tions received from Contract owners; and and (iii) vote Company Trust shares for which no instructions have been received in the same proportion as Company Trust shares of that Fund for which instructions have been received;

Disclosure Documents and Voting. 3.1. Xxxxx Dxxxx Distributors shall provide the Insurance Company (at the Insurance Company's ’s expense) with as many copies of the current prospectus for each Fund listed on Schedule C herein as the Insurance Company may reasonably request for distribution to prospective purchasers of contracts. Xxxxx Dxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies of the current prospectus for each Fund listed on Schedule 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 Company shall provide such documentation (including a final copy of the new prospectus as set in type at the Company'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 Company is amended) to have the prospectus for the Contracts and the Company's ’s prospectus printed together in one document (at the Insurance Company's ’s expense). 3.2. The Company's ’s prospectus shall state that the Statement of Additional Information for the Company (the "“SAI"”) is available from the Company, and Xxxxx Dxxxx 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 Company, 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 Company shares of each Fund in accordance with instructions received from Contract owners; and and (iii) vote Company shares for which no instructions have been received in the same proportion as 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 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 Company calculates voting privileges in a manner consistent with the standards set forth on Schedule 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 Company will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the 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 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 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.