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.

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 '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 's voting Portfolio shares held in any Account in the Company’s 's own right.