Proxy Solicitations and Voting. 2.1 The Fund agrees that the terms on which the shares of any Portfolio are offered to the Accounts will not be materially altered without at least sixty (60) days’ prior written notice to the Company during any period when an Account owns shares of a Portfolio.
2.2 If and to the extent required by applicable law or by the terms of the Contracts, the Company shall:
(i) solicit voting instructions from the Contract holders;
(ii) vote the shares of the Portfolios held by the Accounts in accordance with instructions received from the Contract holders; and
(iii) vote the shares of the Portfolios held by the Accounts for which no timely instructions have been received from the Contract holders in the same proportion as shares of the Portfolios for which timely instructions have been received, if and to the extent that (i) the SEC continues to interpret the 1940 Act to require pass-through voting privileges for various variable contract holders, and (ii) such interpretation is deemed applicable to the Contracts. The Company reserves the right to vote Portfolio shares held in any Account in the Company’s own right, to the extent permitted by applicable law. The Company will calculate voting privileges in a manner consistent with other separate accounts investing in the Portfolios and in accordance with applicable law. The Company agrees to hold the Fund, the Portfolios, the Adviser and DFAS harmless from and against any liability that may arise as a result of the Company’s voting Portfolio shares held in any Account in the Company’s own right.
2.3 The Fund, on behalf of the Portfolios, will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund, at its option, will either provide for annual or special meetings or comply with Section 16(c) of the 1940 Act, as well as with Sections 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act and the rules thereunder. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.
Proxy Solicitations and Voting. The Company shall, at its expense, distribute or arrange for the distribution of all proxy materials furnished by the Funds to the Account and shall: (a) solicit voting instructions from Owners: (b) vote the Funds shares in accordance with instructions received from Owners; and (c) vote the Fund shares for which no instructions have been received, as well as shares attributable to it, in the same proportion as Fund shares for which instructions have been received from Owners, so long as and to the extent that the Securities and Exchange Commission (the "SEC") continues to interpret the Investment Company Act of 1940, as amended (the "1940 Act"), to require pass-through voting privileges for various contract owners. The Company and its Designees will not recommend action in connection with, or oppose or interfere with, the solicitation of proxies for the Fund shares held for Owners.
Proxy Solicitations and Voting. The Company shall, at its expense, distribute or arrange for the distribution of all proxy materials furnished by the Funds to the Account and shall: (i) solicit voting instructions from Owners; (ii) vote the Fund shares in accordance with instructions received from Owners; and (iii) vote the Fund shares for which no instructions have been received, as well as shares attributable to it, in the same proportion as Fund shares for which instructions have been received from Owners, so long as and to the extent that the Securities and Exchange Commission (the "SEC") continues to interpret the 1940 Act, to require pass-through voting privileges for various contract owners. The Company and its agents will not recommend action in connection with, or oppose or interfere with, the solicitation of proxies for the Fund shares held for Owners.
Proxy Solicitations and Voting. 2.1 The Fund agrees that the terms on which the shares of any Portfolio are offered to the Accounts will not be materially altered without at least sixty (60) days’ prior written notice to the Company during any period when an Account owns shares of a Portfolio.
2.2 If and to the extent required by applicable law or by the terms of the Contracts, the Company shall:
(i) solicit voting instructions from the Contract holders;
(ii) vote the shares of the Portfolios held by the Accounts in accordance with instructions received from the Contract holders; and
(iii) vote the shares of the Portfolios held by the Accounts for which no timely instructions have been received from the Contract holders in the same proportion as shares of the Portfolios for which timely instructions have been received, if and to the extent that (i) the SEC continues to interpret the 1940 Act to require pass-through voting privileges for various variable contract holders, and (ii) such interpretation is deemed applicable to the Contracts. The Company reserves the right to vote Portfolio shares held in any Account in the Company’s own right, to the extent permitted by applicable law. The Company will calculate voting privileges in a manner consistent with other separate accounts investing in the Portfolios and in accordance with applicable law. The Company agrees to hold the Fund, the Portfolios, the Adviser and DFAS harmless from and against any liability that may arise as a result of the Company’s voting Portfolio shares held in any Account in the Company’s own right.
Proxy Solicitations and Voting. 2.1 The Fund agrees that the terms on which shares of the Portfolios are offered to the Accounts will not be materially altered without at least sixty (60) days’ prior written notice to the Company during any period when the Accounts own shares of the Portfolios.
Proxy Solicitations and Voting. 2.1 Adviser and Fund agree that the terms on which Fund shares are offered to the Account under this Agreement will not be materially altered ("Material Alteration") without the prior written consent of Company, which consent will not be unreasonably withheld, during any period in which Fund shares are held by the Account, provided that the 1940 Act requires that such Material Alteration be approved by the shareholders of Fund. In all other cases, Fund will provide Company with as much advance notice as is reasonably practicable of Material Alterations.
2.2 If and to the extent required by law the Company shall:
(i) solicit voting instructions from Owners;
(ii) vote Portfolio shares in accordance with instructions received from Owners; and
(iii) vote Portfolio shares for which no instructions have been received in the same proportion as shares of such Portfolio 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. 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 shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as set forth above and consistent with Fund's mixed and shared funding exemptive order (the "Exemptive Order").
2.3 Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar
(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.
Proxy Solicitations and Voting. The Company shall, at its expense, distribute or arrange for the distribution of all proxy materials furnished by the Funds to the Accounts and shall: (a) solicit voting instructions from Owners; (b) vote the Fund shares in accordance with instructions received from Owners; and (c) vote the Fund shares for which no instructions have been received, as well as shares attributable to it, in the same proportion as Fund shares for which instructions have been received from Owners, so long as and to the extent that the SEC continues to interpret the 1940 Act, to require pass-through voting privileges for various contract owners. The Company and its Designees will not recommend action in connection with, or oppose or interfere with, the solicitation of proxies for the Fund shares held for Owners, except Company may recommend action when such action is in the best interest of the Owners.
Proxy Solicitations and Voting. 2.1 Except as may be required by applicable law, Sponsor and Fund agree that the terms on which Fund shares are offered to Account will not be materially altered without the prior written consent of Company, which consent will not be unreasonably withheld, during any period in which Fund shares are held by Account.
2.2 The Company shall:
(i) solicit voting instructions from Owners;
(ii) vote Fund shares in accordance with instructions received from Owners; and
(iii) vote Fund shares for which no instructions have been received as certified in writing by Sponsor, as well as shares attributable to it, in the same proportion as Fund shares for which instructions have been received from Owners, so long as and to the extent that the Securities and Exchange Commission (the "SEC") continues to interpret the 1940 Act to require pass-through voting privileges for various contract owners.
2.3 Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, Fund will act in accordance with the SEC's interpretation of the requirements of Section 16
(a) with respect to elections of Directors and with whatever rules the SEC may promulgate with respect thereto.
Proxy Solicitations and Voting. 2.1 Fund agrees that the terms on which the Portfolios are offered to the Account will not be materially altered without at least sixty (60) days prior written notice to Company during the period in which Portfolio shares are held by the Account.
2.2 If and to the extent required by law the Company shall:
(I) solicit voting instructions from the purchasers of the Contracts ("Owners"); (ii) vote the Portfolio shares in accordance with instructions received from Owners; and (iii) vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares of such Portfolio 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 various contract owners. 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 will calculate voting privileges in a manner consistent with other separate accounts investing in the Portfolio and in accordance with applicable law.
2.3 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund, at its option, will either provide for annual meetings or comply with Section 16(c) of the 1940 Act as well as with Sections 16(a) and, if and when applicable, 16(b) and the rules thereunder. Further, the Fund 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.
Proxy Solicitations and Voting. The Company shall, at its expense, distribute or arrange for the distribution of all proxy materials furnished by the Funds to the Account and shall: (a) solicit voting instructions from Owners; (b) vote the Fund shares in accordance with instructions received from Owners; and (c) vote the Fund shares for which no instructions have been received, as well as shares attributable to it, in the same proportion as Fund shares for which instructions have been received from Owners, so long as and to the extent that the Securities and Exchange Commission (the "SEC") continues to interpret the Investment Company Act of 1940, as amended (the "1940 Act"), to require pass-through voting privileges for various contract owners. The Company and its Designees will not recommend action in connection with, or oppose or interfere with, the solicitation of proxies for the Fund shares held for Owners. The costs associated with printing such proxies, as well as the costs associated with printing proxy cards and the costs of tabulation, shall be borne by the Funds.
