Common use of Communications Regarding Investment Securities Clause in Contracts

Communications Regarding Investment Securities. On or before the effective date of this Agreement, the Advisor has provided a copy of its proxy voting policy to the Trustee, which the Trustee has reviewed and approved subject to any revisions that the Trustee deemed appropriate that were agreed upon by the Advisor and the Trustee. The Advisor shall promptly provide the Trustee with an updated copy of the Advisor’s proxy voting policy to the extent such proxy voting policy is amended from time to time in any material respect, and the Trustee shall review and approve such revised proxy voting policy subject to any revisions that the Trustee deems appropriate. The Trustee shall send, or cause to be sent, on a timely basis, copies of all communications (including but not limited to proxy statements, tender offers and class action communications) from or relating to companies, the securities of which are held in the Subaccount, to the Advisor. The Advisor shall be responsible for causing such securities or other instruments to be voted, except that the Trustee may instruct the Advisor to vote proxies with respect to any matter or proposal including, without limitation, mergers or similar transactions, and the Advisor shall cause the proxies to be voted accordingly, provided that the Trustee has communicated such instructions to the Advisor sufficiently in advance for the Advisor to implement such instructions. The Advisor may engage a proxy voting agent to vote proxies on the Advisor’s behalf with respect to the investment securities held from time to time in the Subaccount in accordance with its proxy voting policy. No less frequently than quarterly, the Advisor shall send the Trustee a historical report detailing the manner in which the proxies relating to the Subaccount’s securities were voted during the time period covered by such report. Unless otherwise agreed upon by the Trustee and the Advisor from time to time, the Trustee shall be responsible for taking any and all action to be taken in respect of the securities held in the Subaccount in connection with class actions. With respect to corporate action including, without limitation, tender offers and exchange offers, the Advisor shall be responsible for making a recommendation to the Trustee, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such corporate actions (the “Suggested Response”). Such Suggested Response shall be made by the Advisor by Valid Notice, at least one (1) complete business day (i.e., not later than the same time of day or the next business day) prior to the deadline for such response. Such Suggested Response shall be directed to the employee or employees of the Trustee designated for such purpose by the Trustee from time to time by Valid Notice. If the Trustee decides not to follow the Suggested Response, it shall so notify the Advisor by Valid Notice (the “Trustee’s Rejection”) not later than one (1) hour following its receipt of the Suggested Response or two (2) hours before the response deadline. Failure by the Trustee to give the Trustee’s Rejection to the Advisor within such period shall constitute the Trustee’s approval of the Suggested Response, and shall constitute authorization to the Advisor to (i) take such action as is appropriate to effect the Suggested Response and (ii) issue to the Trustee such instructions as may be appropriate in connection with effecting the Suggested Response.

Communications Regarding Investment Securities. On or before the effective date of this Agreement, the Advisor has provided a copy of its proxy voting policy to the Trustee, which the Trustee has reviewed and approved subject to any revisions that the Trustee deemed appropriate that were agreed upon by the Advisor and the Trustee. The Advisor shall promptly provide the Trustee with an updated copy of the Advisor’s proxy voting policy to the extent such proxy voting policy is amended from time to time in any material respect, and the Trustee shall review and approve such revised proxy voting policy subject to any revisions that the Trustee deems appropriate. The Trustee shall send, or cause to be sent, on a timely basis, copies of all communications (including but not limited to proxy statements, tender offers and class action communications) from or relating to companies, the securities of which are held in the Subaccount, to the Advisor. The Advisor shall be responsible for causing such securities or other instruments to be voted, except that the Trustee may instruct the Advisor to vote proxies with respect to any matter or proposal including, without limitation, mergers or similar transactions, and the Advisor shall cause the proxies to be voted accordingly, provided that the Trustee has communicated such instructions to the Advisor sufficiently in advance for the Advisor to implement such instructions. The Advisor may engage a proxy voting agent to vote proxies on the Advisor’s behalf with respect to the investment securities held from time to time in the Subaccount in accordance with its proxy voting policy. No less frequently than quarterly, the Advisor shall send the Trustee a historical report detailing the manner in which the proxies relating to the Subaccount’s securities were voted during the time period covered by such report. Unless otherwise agreed upon by the Trustee and the Advisor from time to time, the Trustee shall be responsible for taking any and all action to be taken in respect of the securities held in the Subaccount in connection with class actions. With respect to corporate action including, without limitation, tender offers and exchange offers, the Advisor shall be responsible for making a recommendation to the Trustee, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such corporate actions (the “Suggested Response”). Such Suggested Response shall be made by the Advisor by Valid Notice, at least one (1) complete business day (i.e., not later than the same time of day or the next business day) prior to the deadline for such response. Such Suggested Response shall be directed to the employee or employees of the Trustee designated for such purpose by the Trustee from time to time by Valid Notice. If the Trustee decides not to follow the Suggested Response, it shall so notify the Advisor by Valid Notice (the “Trustee’s Rejection”) not later than one (1) hour following its receipt of the Suggested Response or two (2) hours before the response deadline. Failure by the Trustee to give the Trustee’s Rejection to the Advisor within such period shall constitute the Trustee’s approval of the Suggested Response, and shall constitute authorization to the Advisor to (i) take such action as is appropriate to effect the Suggested Response and (ii) issue to the Trustee such instructions as may be appropriate in connection with effecting the Suggested Response.

Communications Regarding Investment Securities. On or before the effective date of this Agreement, the Advisor has provided a copy of its proxy voting policy to the Trustee, which the Trustee has reviewed and approved subject to any revisions that the Trustee deemed appropriate that were agreed upon by the Advisor and the Trusteehereby acknowledges. The Advisor shall promptly provide the Trustee with an updated copy of the Advisor’s proxy voting policy to the extent such proxy voting policy is amended from time to time in any material respect, and the Trustee shall review and approve such revised proxy voting policy subject to any revisions that the Trustee deems appropriate. The Trustee shall send, or cause to be sent, on a timely basis, copies of all communications (including but not limited to proxy statements, tender offers and class action communications) from or relating to companies, the securities of which are held in the Subaccount, to the Advisor. The Advisor shall be responsible for causing such securities or other instruments to be voted, except that that, notwithstanding anything to the contrary in this Agreement, the Trustee may instruct the Advisor to vote proxies with respect to any matter or proposal including, without limitation, mergers or similar transactions, and the Advisor shall cause the proxies to be voted accordingly, provided that the Trustee has communicated such instructions to the Advisor sufficiently in advance for the Advisor to implement such instructions. The Advisor may engage a proxy voting agent to vote proxies on the Advisor’s behalf with respect to the investment securities held from time to time in the Subaccount in accordance with its proxy voting policy. No less frequently than quarterly, the Advisor shall send the Trustee a historical report detailing the manner in which the proxies relating to the Subaccount’s securities were voted during the time period covered by such report. Unless otherwise agreed upon by Notwithstanding anything to the Trustee and the Advisor from time to timecontrary in this Agreement, the Trustee shall be responsible for taking any and all action to be taken in respect of the securities held in the Subaccount in connection with class actions. With respect to corporate action including, without limitation, tender offers and exchange offers, the Advisor shall be responsible for making a recommendation to the Trustee, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such corporate actions (the “Suggested Response”). Such Suggested Response shall be made by the Advisor by Valid Notice, at least one (1) complete business day (i.e., not later than the same time of day or the next business day) prior to the deadline for such response. Such Suggested Response shall be directed to the employee or employees of the Trustee designated for such purpose by the Trustee from time to time by Valid Notice. If the Trustee decides not to follow the Suggested Response, it shall so notify the Advisor by Valid Notice (the “Trustee’s Rejection”) not later than one (1) hour following its receipt of the Suggested Response or two (2) hours before the response deadline. Failure by the Trustee to give the Trustee’s Rejection to the Advisor within such period shall constitute the Trustee’s approval of the Suggested Response, and shall constitute authorization to the Advisor to (i) take such action as is appropriate to effect the Suggested Response and (ii) issue to the Trustee such instructions as may be appropriate in connection with effecting the Suggested Response.

Communications Regarding Investment Securities. On or before the effective date of this Agreement, the Advisor has provided a copy of its proxy voting policy to the Trustee, which the Trustee has reviewed and approved subject to any revisions that the Trustee deemed appropriate that were agreed upon by the Advisor and the Trustee. The Advisor shall promptly provide the Trustee with an updated copy of the Advisor’s proxy voting policy to the extent such proxy voting policy is amended from time to time in any material respect, and the Trustee shall review and approve such revised proxy voting policy subject to any revisions that the Trustee deems appropriate. The Trustee shall send, or cause to be sent, on a timely basis, copies of all communications (including but not limited to proxy statements, tender offers and class action communications) from or relating to companies, the securities of which are held in the Subaccount, to the Advisor. The Advisor shall be responsible for causing such securities or other instruments to be voted, except that the Trustee may instruct the Advisor to vote proxies with respect to any matter or proposal including, without limitation, mergers or similar transactions, and the Advisor shall cause the proxies to be voted accordingly, provided that the Trustee has communicated such instructions to the Advisor sufficiently in advance for the Advisor to implement such instructions. The Advisor may engage a proxy voting agent to vote proxies on the Advisor’s behalf with respect to the investment securities held from time to time in the Subaccount in accordance with its proxy voting policy. No less frequently than quarterly, the Advisor shall send the Trustee a historical report detailing the manner in which the proxies relating to the Subaccount’s securities were voted during the time period covered by such report. Unless otherwise agreed upon by the Trustee and the Advisor from time to time, the Trustee shall be responsible for taking any and all action to be taken in respect of the securities held in the Subaccount in connection with class actions. With respect to corporate action including, without limitation, tender offers and exchange offers, the Advisor shall be responsible for making a recommendation to the Trustee, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such corporate actions (the “Suggested Response”). Such Suggested Response shall be made by the Advisor by Valid Notice, at least one (1) complete business day (i.e., not later than the same time of day or the next business day) prior to the deadline for such response. Such Suggested Response shall be directed to the employee or employees of the Trustee designated for such purpose by the Trustee from time to time by Valid Notice. If the Trustee decides not to follow the Suggested Response, it shall so notify the Advisor by Valid Notice (the “Trustee’s Rejection”) not later than one (1) hour following its receipt of the Suggested Response or two (2) hours before the response deadline. Failure by the Trustee to give the Trustee’s Rejection to the Advisor within such period shall constitute the Trustee’s approval of the Suggested Response, and shall constitute authorization to the Advisor to (i) take such action as is appropriate to effect the Suggested Response and (ii) issue to the Trustee such instructions as may be appropriate in connection with effecting the Suggested Response.Valid

Communications Regarding Investment Securities. On or before the effective date of this Agreement, the Advisor has provided a copy of its proxy voting policy to the Trustee, which the Trustee has reviewed and approved subject to any revisions that the Trustee deemed appropriate that were agreed upon by the Advisor and the Trustee. The Advisor shall promptly provide the Trustee with an updated copy of the Advisor’s proxy voting policy to the extent such proxy voting policy is amended from time to time in any material respect, and the Trustee shall review and approve such revised proxy voting policy subject to any revisions that the Trustee deems appropriateappropriate and are agreed upon by the Advisor and the Trustee. The Trustee shall send, or cause to be sent, on a timely basis, copies of all communications (including but not limited to proxy statements, tender offers and class action communications) from or relating to companies, the securities of which are held in the Subaccount, to the Advisor. The Advisor shall be responsible for causing such securities or other instruments to be voted, except that the Trustee may instruct the Advisor to vote proxies with respect to any matter or proposal including, without limitation, mergers or similar transactions, and the Advisor shall cause the proxies to be voted accordingly, provided that the Trustee has communicated such instructions to the Advisor sufficiently in advance for the Advisor to implement such instructions. The Advisor may engage a proxy voting agent to vote proxies on the Advisor’s behalf with respect to the investment securities held from time to time in the Subaccount in accordance with its proxy voting policy. No less frequently than quarterly, the Advisor shall send the Trustee a historical report detailing the manner in which the proxies relating to the Subaccount’s securities were voted during the time period covered by such report. Unless otherwise agreed upon by the Trustee and the Advisor from time to time, the Trustee shall be responsible for taking any and all action to be taken in respect of the securities held in the Subaccount in connection with class actions. With respect to corporate action including, without limitation, tender offers and exchange offers, the Advisor shall be responsible for making a recommendation to the Trustee, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such corporate actions (the “Suggested Response”). Such Suggested Response shall be made by the Advisor by Valid Notice, at least one (1) complete business day (i.e., not later than the same time of day or the next business day) prior to the deadline for such response. Such Suggested Response shall be directed to the employee or employees of the Trustee designated for such purpose by the Trustee from time to time by Valid Notice. If the Trustee decides not to follow the Suggested Response, it shall so notify the Advisor by Valid Notice (the “Trustee’s Rejection”) not later than one (1) hour following its receipt of the Suggested Response or two (2) hours before the response deadline. Failure by the Trustee to give the Trustee’s Rejection to the Advisor within such period shall constitute the Trustee’s approval of the Suggested Response, and shall constitute authorization to the Advisor to (i) take such action as is appropriate to effect the Suggested Response and (ii) issue to the Trustee such instructions as may be appropriate in connection with effecting the Suggested Response.

Communications Regarding Investment Securities. On or before the effective date of this Agreement, the Advisor has provided a copy of its proxy voting policy to the Trustee, which the Trustee has reviewed and approved subject to any revisions that the Trustee deemed appropriate that were agreed upon by the Advisor and the Trustee. The Advisor shall promptly provide the Trustee with an updated copy of the Advisor’s proxy voting policy to the extent such proxy voting policy is amended from time to time in any material respect, and the Trustee shall review and approve such revised proxy voting policy subject to any revisions that the Trustee deems appropriate. The Trustee shall send, or cause to be sent, on a timely basis, copies of all communications (including but not limited to proxy statements, tender offers and class action communications) from or relating to companies, the securities or other instruments of which are held in the Subaccount, to the Advisor. The Advisor shall be responsible for causing such securities or other instruments to be voted, except that the Trustee may instruct the Advisor to vote proxies with respect to any matter or proposal including, without limitation, mergers or similar transactions, and the Advisor shall cause the proxies to be voted accordingly, provided that the Trustee has communicated such instructions to the Advisor sufficiently in advance for the Advisor to implement such instructions. The Advisor may engage a proxy voting agent to vote proxies on the Advisor’s behalf with respect to the investment securities held from time to time in the Subaccount in accordance with its proxy voting policy. No less frequently than quarterly, the Advisor shall send the Trustee a historical report detailing the manner in which how the proxies relating to the Subaccount’s securities were voted during the time period covered by such report. Unless otherwise agreed upon by the Trustee and the Advisor from time to time, the Trustee shall be responsible for taking any and all action to be taken in respect of the securities held in the Subaccount in connection with class actions. With respect to corporate action actions including, without limitation, tender offers and exchange offers, the Advisor shall be responsible for making a recommendation to the Trustee, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such corporate actions (the “Suggested Response”). Such Suggested Response shall be made by the Advisor by Valid Notice, at least one (1) complete business day (i.e., not later than the same time of day or the next business day) prior to the deadline for such response. Such Suggested Response shall be directed to the employee or employees of the Trustee designated for such purpose by the Trustee from time to time by Valid Notice. If the Trustee decides not to follow the Suggested Response, it shall so notify the Advisor by Valid Notice (the “Trustee’s Rejection”) not later than one (1) hour following its receipt of the Suggested Response or two (2) hours before the response deadline. Failure by the Trustee to give the Trustee’s Rejection to the Advisor within such period shall constitute the Trustee’s approval of the Suggested Response, and shall constitute authorization to the Advisor to (i) take such action as is appropriate to effect the Suggested Response and (ii) issue to the Trustee such instructions as may be appropriate in connection with effecting the Suggested Response.