Common use of VOTING OF FUND SHARES Clause in Contracts

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. 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 each 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 participating 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 each Company may vote such shares in its own right. The Each 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 (a16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

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 each 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 participating 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 ’s Accounts in the aggregate. provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the each Company may vote such shares in its own right. The Each 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 ’s interpretation of the requirements of Section 16 (a16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

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 trustees and with whatever rules the Commission may promulgate with respect thereto.