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, 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 Company is amended) to have the prospectus for the Contracts and the Company’s prospectus printed together in one document. 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 however, that the Insurance Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Funds. 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; 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 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 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, 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 Company is amended) to have the prospectus for the Contracts and the Company’s 's prospectus printed together in one document. 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 however, that the Insurance Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Funds. 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 At least annually, the Trust or its designee shall provide the Insurance Company (at the Insurance Company’s expense) , 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 prospective purchasers of contracts. Xxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies shares of the current prospectus for each Fund listed on Schedule C herein 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 Company Trust or its designee shall provide such documentation (including a final camera ready copy of the new prospectus as set in type at the Company’s expense, or, at the request of the Insurance Company, as a diskette in the form sent to the financial printersprinter) 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 Company shares is supplemented or amended) to have the prospectus for the Contracts and the Company’s prospectus for the Trust shares and any other fund shares offered under the Contracts printed together in one document. With respect to any prospectuses The expenses of the Funds that are printed in combination with any one or more Contract prospectuses .(the “Prospectus Booklet”), the costs of such printing Prospectus Booklets for distribution to existing Contract owners shall will be prorated to the Company based on apportioned between (a) the ratio of Insurance Company, (b) other funds, and (c) the Trust in proportion to the number of pages of the Contract, other fund shares' prospectuses and the Trust shares prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the 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 Funds included in Trust shares and the Prospectus Booklet Insurance Company to bear the expense of printing the portion of such documents relating to the number of pages in the Prospectus Booklet as a wholeAccount; 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 provided, however, that the Insurance Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Fundsshares. 3.2. The Company’s Trust'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 (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 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 Davis Distributors shall provide the provxxx xhe Insurance Company (at the Insurance Company’s 's expense) with as many copies of the current prospectus (which term as used in this Agreement shall also include any supplements thereto) 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 xxxxide 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 and provide same to Insurance Company on a timely basis such that Insurance Company can satisfy its obligation to provide the prospectus to existing contractowners, as required by shares of such Fund(s)law. 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, or, or at the request of the Insurance Company, as a diskette in the form sent to the financial printersprinter, 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 's prospectus printed together in one document. With respect The expenses of such printing 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 apportioned between (a) the ratio of Insurance Company and (b) the Company or its designee in proportion to the number of pages of the prospectuses Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Company or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies and the Funds included in Insurance Company to bear the Prospectus Booklet expenses of printing the portion of such document relating 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 Accounts provided, however, that the Insurance Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers purchasers. In the event that the Insurance Company requests that the Company or its designee provides the Fund's prospectus, profile prospectus or supplements thereto in a "camera ready" or diskette format, the Company shall be responsible for providing such document in the format in which it or the Adviser is accustomed to owners formatting such documents and shall bear the expense of existing Contracts not funded by providing such documents in such format (e.g., typesetting expenses), and the FundsInsurance Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The Company’s 's prospectus shall state that the Statement of Additional Information for the Company (the “"SAI”, which term, as used in this Agreement shall include any supplement thereto) is available from the Company, and Xxxxx Davis Distributors (or the CompanyCoxxxxx), 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 CompanyCompany or the Adviser, at its expense, shall provide the Insurance Company with copies of its voting instructions, proxy material, reports to shareholders and other communications to shareholders in such quantity as the Insurance Company shall reasonably require for distributing to Contract ownersowners and the Company or the Adviser shall bear the costs of distributing them to existing contractowners. 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; 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 OrderOrder the material terms of which are set forth herein. 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 's interpretation of the requirements of Section 16(a16 (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 At least annually, the Trust or its designee shall provide the Insurance Company (at the Insurance Company’s expense) , 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 prospective purchasers of contracts. Xxxxx Distributors shall also provide the Insurance Company (free of charge) with as many copies shares of the current prospectus for each Fund listed on Schedule C herein 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 Company Trust or its designee shall provide such documentation (including a final "Camera Ready" copy of the new prospectus as set in type at the Company’s expense, or, at the request of the Insurance Company, as a diskette in the form sent to the financial printersprinter) 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 Company shares is supplemented or amended) to have the prospectus prospectuses for the Contracts and the Company’s prospectus for the Trust shares and any other fund shares offered under the Contracts printed together in one document. With respect to any prospectuses The expense of the Funds that are printed in combination with any one or more Contract prospectuses .(the “Prospectus Booklet”), the costs of such printing Prospectus Booklets for distribution to existing Contract owners shall will be prorated to the Company based on apportioned between (a) the ratio of Insurance Company, (b) other funds, and (c) the Trust in proportion to the number of pages of the Contract, other fund shares' prospectuses and the Trust shares prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts. The Trust shall bear the cost of printing the shares' prospectus portion of such document for distribution only to owners of existing Contracts funded by the Funds included in Trust shares, and the Prospectus Booklet to Insurance Company shall bear all other expenses of printing 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 however, that the combined documents. The Insurance Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Fundsshares. 3.2. The Company’s Trust'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 (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 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.;