Common use of Pass-Through Voting Clause in Contracts

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