Common use of Prospectuses Sais Proxies and Reports Clause in Contracts

Prospectuses Sais Proxies and Reports. When Ivy Funds VIP submits proposals to shareholders, Company shall, to the extent required by law, follow one of these two procedures: (a) If the Company, W&R, and Ivy Funds VIP agree that Company shall solicit Contract Owners itself, it shall solicit voting instructions from Contract Owners, or (b) If the Company, W&R, and Ivy Funds VIP agree that Company shall work with Ivy Funds VIP’s proxy service provider, Company shall provide a list of Contract Owners with value allocated to Portfolio shares as of the record date to Ivy Funds VIP or its agent in order to facilitate Ivy Funds VIP’s solicitation of voting instructions from Contract Owners. In either case, the Company shall vote the shares in accordance with instructions received from Contract Owners and shall vote Portfolio(s) shares for which no instructions have been received in the same proportion as the vote of all other holders of such shares. Company shall also provide such other information to Ivy Funds VIP as is reasonably necessary in order for Ivy Funds VIP to properly tabulate votes for Ivy Funds VIP initiated proxies. Regardless of which procedure is followed, Ivy Funds VIP will pay, or cause to be paid, the expense associated with text composition, printing, mailing of proxies to Company, and tabulation of proxy statements and voting instructions solicitation materials. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. Company and its agents will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Portfolio shares held for the benefit of Contract Owners.”

Prospectuses Sais Proxies and Reports. When Ivy Funds VIP submits proposals to shareholders, Company shall, to the extent required by law, follow one of these two procedures: (a) If the Company, W&R, and Ivy Funds VIP agree that Company shall solicit Contract Owners itself, it shall solicit voting instructions from Contract Owners, or (b) If the Company, W&R, and Ivy Funds VIP agree that Company shall work with Ivy Funds VIP’s 's proxy service provider, Company shall provide a list of Contract Owners with value allocated to Portfolio shares as of the record date to Ivy Funds VIP or its agent in order to facilitate Ivy Funds VIP’s 's solicitation of voting instructions from Contract Owners. In either case, the Company shall vote the shares in accordance with instructions received from Contract Owners and shall vote Portfolio(s) shares for which no instructions have been received in the same proportion as the vote of all other holders of such shares. Company shall also provide such other information to Ivy Funds VIP as is reasonably necessary in order for Ivy Funds VIP to properly tabulate votes for Ivy Funds VIP initiated proxies. Regardless of which procedure is followed, Ivy Funds VIP will pay, or cause to be paid, the expense associated with text composition, printing, mailing of proxies to Company, and tabulation of proxy statements and voting instructions solicitation materials. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. Company and its agents will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Portfolio shares held for the benefit of Contract Owners.”"