Common use of Proxy Materials/Voting Clause in Contracts

Proxy Materials/Voting. In the event of a proxy solicitation by a Fund, the mailing of the proxy materials, and the related tabulation of the results, will be coordinated and paid for by the Fund. In order to assist the Fund in this process, the Insurance Company will provide to the Fund or its designated representative, at the Insurance Company’s own expense, adequate electronic files so that the Fund may make proper solicitations of Contractholders. The electronic files will be in a mutually acceptable format and will contain Contractholder information, mailing information, and the number of shares of each applicable Fund in which each Contractholder has an interest on the record date. For so long as the SEC interprets the 1940 Act to require pass-through voting by insurance companies whose separate accounts are registered as investment companies under the 1940 Act (“Registered Separate Accounts”), the Insurance Company shall vote shares of the Funds held in Registered Separate Accounts at shareholder meetings of the Funds in accordance with instructions timely received by the Insurance Company (or its designated agent) from owners of Contracts funded by such Registered Separate Accounts having a voting interest in the Funds. The Insurance Company shall vote shares of the Funds held in Registered Separate Accounts that are attributable to the Contracts as to which no timely instructions are received, as well as shares held in such Registered Separate Account that are not attributable to the Contracts and owned beneficially by the Insurance Company (resulting from charges against the Contracts or otherwise), in the same proportion as the votes cast by owners of the Contracts funded by the Registered Separate Account having a voting interest in the Funds from whom instructions have been timely received. The Insurance Company shall vote shares of the Funds held in its general account or in any Separate Account that is not registered under the 1940 Act, if any, in its discretion.

Proxy Materials/Voting. In the event of a proxy solicitation by a Fund, the mailing of the proxy materials, and the related tabulation of the results, will be coordinated and paid for by the Fund. In order to assist the Fund in this process, the Insurance Company will provide to the Fund or its designated representative, at the Insurance Company’s own expense, adequate electronic files so that the Fund may make proper solicitations of Contractholders. The electronic files will be in a mutually acceptable format and will contain Contractholder information, mailing information, and the number of shares of each applicable Fund in which each Contractholder has an interest on the record date. For so long as the SEC interprets the 1940 Act to require pass-through voting by insurance companies whose separate accounts are registered as investment companies under the 1940 Act (“Registered Separate Accounts”), the Insurance Company shall follow one of the two following methods to provide pass-through voting privileges to Contractholders: (a) Provide a list of Contractholders with value allocated to a Fund as of the record date to the Series or its agent in order to permit the Series to send solicitation material and gather voting instructions from Contractholders on behalf of the Insurance Company. The Insurance Company shall also provide such other information to the Series as is reasonably necessary in order for the Series to properly tabulate votes for Series initiated proxies. In the event that the Insurance Company chooses this option, the Series shall be responsible for properly “echo voting” shares of a Fund for which no voting instructions have been received or (b) solicit voting instructions from Contractholders itself and vote shares of the Fund in accordance with instructions received from Contractholders. The Insurance Company shall vote shares of the Funds held in Registered Separate Accounts at shareholder meetings of the Funds in accordance with instructions timely received by the Insurance Company (or its designated agent) from owners of Contracts funded by such Registered Separate Accounts having a voting interest in the Funds. The Insurance Company shall vote shares of the Funds held in Registered Separate Accounts that are attributable to the Contracts as to which no timely instructions are received, as well as shares held in such Registered Separate Account that are not attributable to the Contracts and owned beneficially by the Insurance Company (resulting from charges against the Contracts or otherwise), in the same proportion as the votes cast by owners of the Contracts funded by the Registered Separate Account having a voting interest in the Funds from whom instructions have been timely received. The Insurance Company shall vote shares of the Funds held in its general account or in any Separate Account that is not registered under the 1940 Act, if any, in its discretion.