Pass-Through Voting Clause Samples

Pass-Through Voting. With respect to Contracts and Accounts that are subject to the 1940 Act, so long as and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges to Contract owners (including, for purposes of this section, policy owners whose cash values are invested in Shares through the Accounts), the Companies will provide pass-through voting privileges to Contract owners. The Companies will cooperate with the Fund's proxy mailing and tabulating service and will provide Contract owner information in order to facilitate the proxy mailings and voting. Unless the proxy process is initiated by the Companies, all proxy printing, mailing, tabulating and/or soliciting charges will be at the Fund's (or UBS Global AM's) expense. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Companies will be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each Account, the Companies will vote Shares held by the Account and for which no timely voting instructions are received from the Contract owners, as well as Shares held by the Account that are owned by the Companies for their respective general accounts, in the same proportion as the Companies votes Shares held by the Account for which timely voting instructions are received from Contract owners. The Companies and their agents will in no way recommend or oppose or interfere with the solicitation of proxies for Shares held by Contract owners without the prior written consent of the Fund, which may be withheld in the Fund's sole discretion.

Pass-Through Voting. Notwithstanding anything to the contrary herein, all voting rights of the Parent as the holder of Common Interests shall be passed through to and exercised by the holders of the outstanding shares of the Parent, and the Parent shall vote its Common Interests in the same proportion as its holders vote their outstanding shares.

Pass-Through Voting. With respect to Contracts and Accounts that are subject to the 1940 Act, so long as and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges to Contract owners (including, for purposes of this section, policy owners whose cash values are invested in Shares through the Accounts), the Company will provide pass-through voting privileges to Contract owners. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company will be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. With respect to each Account, the Company will vote Shares held by the Account and for which no timely voting instructions are received from the Contract owners, as well as Shares held by the Account that are owned by the Company for its general account, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Shares held by Contract owners without the prior written consent of the Fund, which may be withheld in the Fund's sole discretion.

Pass-Through Voting. The Company shall provide pass-through voting privileges to all variable Contract owners so long as the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company will vote shares for which it has not received voting instructions in the same proportion as it votes shares for which it has received instructions among each of the Separate Accounts.

Pass-Through Voting. The Company will provide pass-through voting privileges to all Variable Contract owners so long as the SEC continues to interpret the 1940 Act as requiring pass-through voting privileges for Variable Contract owners. Accordingly, the Company, where applicable, will vote shares of the Funds held in its Separate Accounts in a manner consistent with voting instructions timely received from its Variable Contract owners. The Company will be responsible for assuring that each of its Separate Accounts that participates in a Fund calculates voting privileges in a manner consistent with other Participating Insurance Companies; provided the Trust, the Distributor or the Adviser provides timely notice to the Company of the manner of calculation of such other Participating Insurance Companies. The Company will vote shares for which it has not received timely voting instructions, as well as Shares it owns, in the same proportion as its votes those Shares for which it has received voting

Pass-Through Voting. With respect to Contracts and Accounts that -------------------- are subject to the 1940 Act, so long as and to the extent that the SEC or SEC staff interprets the 1940 Act to require pass-through voting privileges to Contract owners (including, for purposes of this section, policy owners whose cash values are invested in Shares through the Accounts), the Company will provide pass-through voting privileges to Contract owners. The Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company will be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund. The Company will distribute to Contract owners and participants, as appropriate, all proxy material furnished by the Fund and, with respect to each Account, the Company will vote Shares held by the Account and for which no timely voting instructions are received from the Contract owners, as well as Shares held by the Account that are owned by the Company for its general account, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Shares held by Contract owners without the prior written consent of the Fund, which may be withheld in the Fund's sole discretion.

Pass-Through Voting. The Company shall, within thirty (30) days of the date hereof, appoint a fiduciary at Parent’s expense who is independent of all parties to the transactions contemplated in this Agreement to serve as the trustee of the ESOP Trust or to have authority to direct the trustee of the ESOP (the “Independent Fiduciary”). The Independent Fiduciary shall have discretion to consider the transactions contemplated hereby, manage the ESOP participant rights to direct the Independent Fiduciary as to the voting of the ESOP shares as required by Section 409(e) of the Code, and have discretion to vote of shares held in the ESOP that are not allocated to participant accounts and the allocated shares for which no voting instructions have been received. The Independent Fiduciary shall timely notify ESOP participants of the stockholder vote described in Section 6.3 and shall provide participants with an opportunity to direct the Independent Fiduciary with respect to the voting shares allocated to each respective participant’s account concerning approval of the transactions contemplated in this Agreement. Such notice shall include information sufficient to enable participants to make informed decisions concerning the exercise of their voting rights under the ESOP with respect to the stockholder vote described in Section 6.3. The process for obtaining participant voting instructions shall comply with the requirements of ERISA and section 409(e) of the Code.

Pass-Through Voting. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote Shares of each Fund of the Investment Company held in a Separate Account or a sub-account thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Investment Company in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or sub-account thereof having a voting interest in the Fund. The Insurer shall vote Shares of a Fund of the Investment Company held in a Separate Account or a sub-account thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as Shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Fund from whom instructions have been timely received. The Insurer shall vote Shares of each Fund of the Investment Company held in its general account, if any, in the same proportion as the votes cast with respect to Shares of the Fund held in all Separate Accounts of the Insurer or sub-accounts thereof, in the aggregate.