Common use of Pass-Through Voting Clause in Contracts

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.