Common use of Voting Procedures Clause in Contracts

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential will vote Shares in accordance with timely instructions received from Participants. Prudential will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.AVIF

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.exemptive

Voting Procedures. Subject to the cost allocation procedures set forth in established pursuant to Section 3 3.1 hereof, Prudential ALNY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential ALNY will vote Shares in accordance with timely instructions received from Participants. Prudential ALNY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential ALNY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants, except with respect to matters as to which ALNY has the right, under Rule 6e-2 or 6e-3(T) under the 1940 Act, to vote the Shares without regard to voting instructions from Participants. Prudential ALNY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential ALNY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential ALNY (i) of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the futurefuture and (ii) of any proposal to be submitted to Participants for their approval (prior to any Board of Directors meeting of AVIF at which such proposals are presented).

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential INSURER will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential INSURER will vote Shares in accordance with timely instructions received from Participants. Prudential INSURER will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential INSURER nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential INSURER reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential INSURER shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential INSURER of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in the future.particular,

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential Cova will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential Cova will vote Shares in accordance with timely instructions received from Participants. Prudential Cova will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential Cova nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential Cova reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential Cova shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential Cova of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the future.SEC may interpret Section 16 of the

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential Sun Life will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential Sun Life will vote Shares in accordance with timely instructions received from Participants. Prudential Sun Life will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential Sun Life nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential Sun Life reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential Sun Life shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential Sun Life of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.has obtained. AVIF will comply with all provisions

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants except with respect to matters as to which LIFE COMPANY has the right, under Rule 6e-2 or 6e-3(T) under the 1940 Act, to vote the Shares without regard to voting instructions from Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential LIFE COMPANY of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.Shared

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential LIFE COMPANY of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in has obtained. AVIF will comply with all provisions of the future.1940 Act

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF the Fund to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the futureOrder obtained by the Fund. AVIF The Fund will notify Prudential LIFE COMPANY of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order the Order it obtains in the futurehas obtained.

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANIES will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANIES will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANIES will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANIES nor any of its their affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential Xxxxxxxxxxxx.XXXX COMPANIES reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANIES shall be responsible for assuring that each of its their Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential LIFE COMPANIES of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.and

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential Cova will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential Cova will vote Shares in accordance with timely instructions received from Participants. Prudential Cova will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants., but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential Cova nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential Cova reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential Cova shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential Cova of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the future.SEC may interpret Section 16 of the

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential will vote Shares in accordance with timely instructions received from Participants. Prudential will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential of any changes of interpretations or amendments to any the Mixed and Shared Funding exemptive order it obtains in the futurehas obtained.

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential AIG will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential AIG will vote Shares in accordance with timely instructions received from Participants. Prudential AIG will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential AIG nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential AIG reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential , AIG shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential AIG of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in has obtained. AVIF will comply with all provisions of the future.1940

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANIES will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANIES will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANIES will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANIES nor any of its their affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential reserves LIFE COMPANIES reserve the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANIES shall be responsible for assuring that each of its their Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential LIFE COMPANIES of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.and

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential LIFE COMPANY of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.Funding

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential LIFE COMPANY of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.Shared

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential Company will distribute all proxy material furnished by AVIF FAIP to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential Company will vote Shares in accordance with timely instructions received from Participants. Prudential Company will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential Company nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential Company reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential Company shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by FAIP. AVIF FAIP will notify Prudential Company of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains has obtained. FAIP will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, FAIP either will provide for annual meetings (except insofar as the future.SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential NATIONWIDE will distribute all proxy material furnished by AVIF the Fund to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential NATIONWIDE will vote Shares in accordance with timely instructions received from Participants. Prudential NATIONWIDE will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential NATIONWIDE nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential NATIONWIDE reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential NATIONWIDE shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the futureOrder obtained by the Fund. AVIF The Fund will notify Prudential NATIONWIDE of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order the Order it obtains in the futurehas obtained.

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential will vote Shares in accordance with timely instructions received from Participants. Prudential will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.. PAPRU.AGR 082996 (4) gc

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential will vote Shares in accordance with timely instructions received from Participants. Prudential will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for Participants. Neither Prudential nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential of any changes of interpretations or amendments to any the Mixed and Shared Funding exemptive order it obtains in the futurehas obtained.

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, hereof Prudential will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential will vote Shares in accordance with timely instructions received from Participants. Prudential will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential LIFE COMPANY of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.or

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential will vote Shares in accordance with timely instructions received from Participants. Prudential will vote Shares that are (a) not attributable to Participants to whom pass-pass- through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. Prudential LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential Except to the extent as may be required by applicable law, neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential LIFE COMPANY of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.of

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential Company will distribute all proxy material furnished by AVIF FAIP to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential Company will vote Shares in accordance with timely instructions received from Participants. Prudential Company will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential Company nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential Company reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential Company shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by FAIP. AVIF FAIP will notify Prudential Company of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains has obtained. FAIP will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, FAIP either will provide for annual meetings (except insofar as the future.SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although Fund is not one of the trusts described in Section 16(c) of that Act) as well as with

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential will vote Shares in accordance with timely instructions received from Participants. Prudential will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.of

Voting Procedures. Subject to the cost allocation procedures set forth in established pursuant to Section 3 3.1 hereof, Prudential ALNY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential ALNY will vote Shares in accordance with timely instructions received from Participants. Prudential ALNY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential ALNY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants, except with respect to matters as to which ALNY has the right, under Rule 6e-2 or 6e-3(T) under the 1940 Act, to vote the Shares without regard to voting instructions from Participants. Prudential ALNY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential ALNY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.

Voting Procedures. Subject to the cost allocation procedures set forth in established pursuant to Section 3 3.1 hereof, Prudential ALNY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential ALNY will vote Shares in accordance with timely instructions received from Participants. Prudential ALNY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential ALNY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants, except with respect to matters as to which ALNY has the right, under Rule 6e-2 or 6e-3(T) under the 1940 Act, to vote the Shares without regard to voting instructions from Participants. Prudential ALNY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential ALNY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the future. AVIF will notify Prudential ALNY (i) of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future, and (ii) of any proposal to be submitted to Participants for their approval (prior to any Board of Directors meeting of AVIF at which such proposals are presented).

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential Company will distribute all proxy material furnished by AVIF FAIP to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential Company will vote Shares in accordance with timely instructions received from Participants. Prudential Company will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential Company nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential Company reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential Company shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by FAIP. AVIF FAIP will notify Prudential Company of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in the future.Funding

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential AIG will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential AIG will vote Shares in accordance with timely instructions received from Participants. Prudential AIG will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential AIG nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential AIG reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential AIG shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any the Mixed and Shared Funding exemptive order that AVIF may obtain in the futureobtained by AVIF. AVIF will notify Prudential AIG of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order it obtains in has obtained. AVIF will comply with all provisions of the future.1940

Voting Procedures. Subject to the cost allocation procedures set forth in Section 3 hereof, Prudential CITICORP will distribute all proxy material furnished by AVIF the Fund to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. Prudential CITICORP will vote Shares in accordance with timely instructions received from Participants. Prudential CITICORP will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither Prudential CITICORP nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. Prudential CITICORP reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. Prudential CITICORP shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by any Mixed and Shared Funding exemptive order that AVIF may obtain in the futureOrder obtained by the Fund. AVIF The Fund will notify Prudential CITICORP of any changes of interpretations or amendments to any Mixed and Shared Funding exemptive order the Order it obtains in the futurehas obtained.