Common use of Communications Regarding Investment Securities Clause in Contracts

Communications Regarding Investment Securities. 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 making a recommendation to the Trustee, which shall generally be in accordance with the Advisor’s proxy voting guidelines, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such communications (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 the earlier of one (1) complete business day (i.e., not later than the same time of day or the next business day) 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. 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 making a recommendation to the Trustee, which shall generally be in accordance with the Advisor’s proxy voting guidelines, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such communications (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 on the next prior 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 the earlier of one (1) complete business day (i.e., not later than the same time of day or the next business day) 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. The Trustee shall send, or cause to be sent, on a timely basis, copies of all communications (including but not limited to all proxy statementsmaterials, 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 making a recommendation to the Trustee, which shall generally be in accordance with the Advisor’s proxy voting guidelines, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such communications (the “Suggested Response”). Such Suggested Response to proxies 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 responseresponse prior to inception of the Account. Valid Notice for purposes of this section regarding proxy voting shall be provided by delivery to the Trustee of a copy of the Advisor’s current Proxy Voting Policies and Procedures indicating Advisor’s Suggested Responses to 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 the earlier of one (1) complete business day (i.e., not later than the same time of day or the next business day) 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. 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 making a recommendation to the Trustee, which shall generally be in accordance with the Advisor’s proxy voting guidelines, in such detail and specificity as the Trustee may reasonably require, as to the appropriate response to such communications (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 the earlier of one (1) complete business day (i.e., not later than the same time of day or the next business day) 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.