Common use of Proxy Solicitations and Voting Clause in Contracts

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. 2.1 The Fund agrees that the terms on which the shares of any Portfolio 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 an Account owns the Accounts own shares of a Portfoliothe Portfolios. 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 such Portfolio 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 segregated asset account in the Company’s its 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 segregated account in the Company’s its 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. 2.1 The Fund agrees that the terms on which the shares of any Portfolio 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 an Account owns the Accounts own shares of a Portfoliothe Portfolios. 2.2 If So long as, 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 holdersowners, and (ii) such interpretation is deemed applicable or to the Contractsextent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to Contract owners: (a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company reserves the right to vote Portfolio shares held in any Account in the Company’s own right, shall also provide such other information to the extent permitted by applicable lawFund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. (b) Solicit voting instructions from Contract owners itself and vote shares of the Portfolio in accordance with instructions received from Contract owners. The Company will calculate voting privileges in a manner consistent with other separate accounts investing shall vote the shares of the Portfolios for which no instructions have been received 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 same proportion as a result shares of the Company’s voting Portfolio shares held in any Account in the Company’s own rightfor which instructions have been received. 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. 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. 2.1 The Fund agrees that the terms on which the shares of any Portfolio 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 an Account owns the Accounts own shares of a Portfoliothe Portfolios. 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 such Portfolio 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 segregated asset account in the Company’s its 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 's voting Portfolio shares held in any Account segregated account in the Company’s its 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 '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. 2.1 The Fund agrees that it will make a reasonable effort to provide ninety (90) days but no less than sixty (60) days prior written notice to the Company if 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. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract holders. 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. 2.1 The Fund agrees that the terms on which the shares of any Portfolio 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 an Account owns the Accounts own shares of a Portfoliothe Portfolios. 2.2 The Fund, at its own expense, shall provide the Company with copies of its proxy solicitations applicable to the shares of the Portfolios. 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 such 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 segregated asset account in the Company’s its 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 segregated account in the Company’s its own right. The Parties acknowledge that unregistered separate accounts may refrain from voting the shares of the Portfolios. 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. 2.1 The Fund agrees that the terms on which the shares of any Portfolio Portfolios are offered to the Accounts Account will not be materially altered without at least sixty (60) days’ days prior written notice to the Company during any period when an Account owns in which Portfolio shares of a Portfolioare held by the Account. 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 holderspurchasers of the Contracts (“Owners”); (ii) vote the Portfolio shares of the Portfolios held by the Accounts in accordance with instructions received from the Contract holdersOwners; and (iii) vote the Portfolio 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 Portfolio shares of the Portfolios such Portfolio for which timely instructions have been received, if so long as 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 Contractsowners. The Company reserves the right to vote Portfolio shares held in any Account segregated asset account in the Company’s its 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 Portfolio 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, Fund will comply with all provisions of the 1940 Act requiring voting by shareholdersshareholders and, 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, 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 Directors and with whatever rules the SEC may promulgate with respect thereto.

Proxy Solicitations and Voting. 2.1 The Subject to Section 1.2 above, Adviser and Fund agrees agree that the terms on which the shares of any Portfolio the Fund are offered to the Accounts Account will not be materially altered without at least sixty (60) days’ the prior written notice to the Company consent of Company, which consent will not be unreasonably withheld, during any period when an Account owns in which Fund shares of a Portfolioare held by the Account. 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 purchasers of the Contract holdersContracts ("Owners"); (ii) vote the Fund shares of the Portfolios held by the Accounts in accordance with instructions received from the Contract holders; andOwners; (iii) vote the Fund 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 Fund shares of the Portfolios such Portfolio for which timely instructions have been received; and (iv) vote Fund shares held by the Company on its own behalf or on behalf of the Account that are not attributable to Owners in the same proportion as Fund shares of such Portfolio for which instructions have been received, if so long as 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 owners The Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the Exemptive Order (ii) such interpretation is deemed applicable to the Contractshereafter defined). The Company reserves the right obligation 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 the Exemptive Order will be a contractual obligation of all Participating Insurance Companies (hereafter defined) under agreements governing participation 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, Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, particular the Fund, at its option, Fund will either provide for annual or special meetings or comply with Section 16(c) of the 1940 Act, 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 's interpretation of the requirements of Section 16(a16 (a) of the 1940 Act with respect to periodic elections of directors trustees and with whatever rules the SEC may promulgate with respect thereto.