VOTING OF FUND SHARES. 7.1 Insurance Company shall provide pass-through voting privileges to all Contractholders and Participants so long as and to the extent the Commission continues to interpret the 1940 Act as requiring pass-through voting privileges or to the extent otherwise required by law. Accordingly, Insurance Company, where applicable, shall vote shares of a Portfolio held in each Separate Account in a manner consistent with voting instructions timely received from its Contractholders and Participants. Insurance Company shall be responsible for assuring that the Separate Account determines voting privileges in a manner consistent with other Participating Companies. Insurance Company shall vote shares for which it has not received timely voting instructions, as well as shares it owns, in the same proportion as it votes those shares for which it has received voting instructions.
7.2 If and to the extent Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or if Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Order, then Fund, and/or the Participating Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.
VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the Company shall:
(a) solicit voting instructions from Contract Owners to which Voting Shares are attributable;
(b) vote Voting Shares of each Series attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners;
(c) vote Voting Shares of each Series attributable to Contract Owners for which no instructions have been received in the same proportion as Voting Shares of such Series for which instructions have been timely received; and
(d) vote Voting Shares of each Series held by the Company on its own behalf or on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the Company may vote such shares in its own right. The Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the provisions set forth above.
5.2. The 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.
VOTING OF FUND SHARES. 7.1 Fund shall provide Insurance Company with copies at no cost to Insurance Company, of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity as Insurance Company shall reasonably require for distributing to Contractholders or Participants. Insurance Company shall:
(a) solicit voting instructions from Contractholders or Participants on a timely basis and in accordance with applicable law;
(b) vote the Series shares in accordance with instructions received from Contractholders or Participants; and
(c) vote Series shares for which no instructions have been received in the same proportion as Series shares for which instructions have been received. Insurance Company agrees at all times to votes its General Account shares in the same proportion as Series shares for which instructions have been received from Contractholders or Participants. Insurance Company further agrees to be responsible for assuring that voting Series shares for the Separate Account is conducted in a manner consistent with other Participating Companies.
7.2 Insurance Company agrees that it shall not, without the prior written consent of the Fund and its investment adviser, solicit, induce or encourage Contractholders to (a) change or supplement the Fund's current investment adviser or (b) change, modify, substitute, add to or delete the Fund from the current investment media for the Contracts.
VOTING OF FUND SHARES. 7.1 Fund shall provide Insurance Company with copies at no cost to Insurance Company, of the Fund's proxy material, annual and semi- annual reports to shareholders and other communications to shareholders in such quantity as Insurance Company shall reasonably require for distributing to Contractholders or Participants. Insurance Company shall:
a. solicit voting instructions from Contractholders or Participants on a timely basis and in accordance with applicable law;
b. vote Fund shares in accordance with instructions received from Contractholders or Participants; and
c. vote Fund shares for which no instructions have been received in the same proportion as Fund shares for which instructions have been received. Insurance Company agrees to be responsible for assuring that voting Fund shares for the Separate Account is conducted in a manner consistent with other Participating Companies.
7.2 Insurance Company agrees that it shall not, without the prior written consent of the Fund and Dreyfus, solicit, induce or encourage Contractholders to (a) change or supplement the Fund's current investment adviser or (b) change, modify, substitute, add to or delete the Fund from the current investment media for the Contracts.
VOTING OF FUND SHARES. 7.1 Fund shall provide Insurance Company with copies at no cost to Insurance Company, of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity as Insurance Company shall reasonably require for distributing to Contractholders or Participants. Insurance Company shall:
(a) solicit voting instructions from Contractholders or Participants on a timely basis and in accordance with applicable law;
(b) vote the Series shares in accordance with instructions received from Contractholders or Participants; and
(c) vote Series shares for which no instructions have been received in the same proportion as Series shares for which instructions have been received. Insurance Company agrees at all times to vote its General Account shares in the same proportion as Series shares for which instructions have been received from Contractholders or Participants. Insurance Company further agrees to be responsible for assuring that voting Series shares for the Separate Account is conducted in a manner consistent with other Participating Companies.
VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the Company shall:
(a) solicit voting instructions from Contract Owners to which Voting Shares are attributable;
(b) vote Voting Shares of each Series attributable to Contract Owners participating in an account in accordance with instructions or proxies timely received from such Contract Owners;
(c) vote Voting Shares of each Series attributable to Contract Owners participating in an account for which no instructions have been received in the same proportion as Voting Shares of such Series from Contract Owners participating in an account for which instructions have been timely received; and
(d) vote Voting Shares of each Series held by the Company on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series from Contract Owners paticipating in an account for which instructions have been timely received;
(e) vote Voting Shares of each series held by the Company on its behalf that are not attributable to Contract Owners in the same proportions as Voting shares of such Series held by the Company's Accounts in the aggregate. provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the Company may vote such shares in its own right. The Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the provisions set forth above.
5.2. The 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 or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16
(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.
VOTING OF FUND SHARES. The Company will vote Fund shares held by the Sub-Accounts at meetings of shareholders of the Funds or in connection with similar solicitations, but will follow voting instructions received from persons having the right to give voting instructions. The Owner or Participant, as the case may be, is the person having the right to give voting instructions prior to the Annuity Commencement Date. On or after the Annuity Commencement Date, the Payee is the person having such voting rights. The Company will vote any shares attributable to the Company, and any Fund shares for which no timely voting instructions have been received, in the same proportion as the shares for which the Company receives instructions from persons having such voting rights. Neither the Variable Account nor the Company is under any duty to provide information concerning the voting instruction rights of persons who may have such rights under retirement or deferred compensation plans, other than rights afforded by the Investment Company Act of 1940, nor do they have any duty to inquire as to the instructions received or the authority of Owners, Participants, or others to instruct on the voting of Fund shares. Except as the Variable Account or the Company has actual knowledge to the contrary, the instructions given by Owners, Participants and Payees will be valid as they affect the Variable Account, the Company and any others having voting instruction rights with respect to the Variable Account. All Fund proxy material, together with an appropriate form to be used to give voting instructions, will be provided to each Owner, each Participant and each Payee having the right to give voting instructions at least ten days prior to each meeting of the shareholders of the Fund. The Company will determine, as of a date not more than 90 days prior to each such meeting, the number of particular Fund shares as to which each such person is entitled to give instructions. Prior to the Annuity Commencement Date, the Company determines the number of Fund shares as to which voting instructions may be given by dividing the value of all the Variable Accumulation Units of the particular Sub-Account credited to the Participant's Account by the net asset value of one Fund share as of the same date. On or after the Annuity Commencement Date, the Company determines the number of Fund shares as to which a Payee may give such instructions by dividing the reserve that the Company holds in the particular Sub-Account with...
VOTING OF FUND SHARES. 7.1 Fund shall provide Insurance Company with copies at no cost to Insurance Company, of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity as Insurance Company shall reasonably require for distributing to Contractholders or Participants. In connection with a proxy solicitation, Insurance Company shall bear only the cost of mailing proxy materials to the Contractholders and Participants. Insurance Company shall:
(a) solicit voting instructions from Contractholders or Participants on a timely basis and in accordance with applicable law;
(b) vote the Series shares in accordance with instructions received from Contractholders or Participants; and
(c) vote Series shares for which no instructions have been received in the same proportion as Series shares for which instructions have been received. Insurance Company agrees at all times to vote its General Account shares in the same proportion as Series shares for which instructions have been received from Contractholders or Participants. Insurance Company further agrees to be responsible for assuring that voting Series shares for the Separate Account is conducted in a manner consistent with other Participating Companies.
VOTING OF FUND SHARES. 5.1. With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the Company shall:
(a) solicit voting instructions from Contract Owners to which Voting Shares are attributable;
(b) vote Voting Shares of each Series attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners;
(c) vote Voting Shares of each Series attributable to Contract Owners for which no instructions have been received in the same proportion as Voting Shares of such Series for which instructions have been timely received; and
(d) vote Voting Shares of each Series held by the Company on its own behalf or on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received; provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the Company may vote such shares in its own right. The Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the provisions set forth above and with the manner employed by all other Participating Accounts.
VOTING OF FUND SHARES. 7.1. At its expense, the Fund shall provide Insurance Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity as Insurance Company shall reasonably require for distributing to Contractholders or Participants. Insurance Company shall bear the costs of mailing and delivering these documents to Contractholders and other costs relating to the distribution of these documents to Contractholders.
