Common use of Unregistered Separate Accounts Clause in Contracts

Unregistered Separate Accounts. Pursuant to Section 12(d)(1)(E) of the 1940 Act, the Company will comply with the following conditions for it to hold shares of any Fund in one or more unregistered separate accounts that is an investment company: 8.1. The Company represents that either the Company or the principal underwriter of any unregistered separate account holding Fund shares is a broker or dealer registered under the 1934 Act or is controlled (as defined in the ▇▇▇▇ ▇▇▇) by a broker or dealer registered under the ▇▇▇▇ ▇▇▇. 8.2. The Company will not hold any other investment security (as defined in Section 3 of the ▇▇▇▇ ▇▇▇) in the corresponding subaccount of an unregistered separate account that holds shares of a Fund. 8.3. The Company will seek instructions from holders of interests in an unregistered separate account holding Fund shares with regard to the voting of all proxies solicited in connection with a Fund and will vote those proxies only in accordance with those instructions, or the Company will vote Fund shares held in its unregistered separate accounts in the same proportion as the vote of all of the Fund’s other shareholders. 8.4. The Company will not substitute another security for shares of a Fund held in an unregistered separate account unless the Securities and Exchange Commission approves the substitution in the manner provided in Section 26 of the 1940 Act.

Unregistered Separate Accounts. Pursuant to Section 12(d)(1)(E) of the 1940 Act, the Company will comply with the following conditions for it to hold shares of any Fund in one or more unregistered separate accounts that is an investment company: 8.1. The Company represents that either the Company or the principal underwriter of any unregistered separate account holding Fund shares is a broker or dealer registered under the 1934 Act or is controlled (as defined in the ▇▇▇▇ ▇▇▇) by a broker or dealer registered under the ▇▇▇▇ ▇▇▇. 8.2. The Company will not hold any other investment security (as defined in Section 3 of the ▇▇▇▇ ▇▇▇) in the corresponding subaccount of an unregistered separate account that holds shares of a Fund. 8.3. The Company will seek instructions from holders of interests in an unregistered separate account holding Fund shares with regard to the voting of all proxies solicited in connection with a Fund and will vote those proxies only in accordance with those instructions, or the Company will vote Fund shares held in its unregistered separate accounts in the same proportion as the vote of all of the Fund’s 's other shareholders. 8.4. The Company will not substitute another security for shares of a Fund held in an unregistered separate account unless the Securities and Exchange Commission SEC approves the substitution in the manner provided in Section 26 of the 1940 Act.

Unregistered Separate Accounts. Pursuant to Section 12(d)(1)(E) of the 1940 Act, the Company will comply with the following conditions for it to hold shares of any Fund in one or more unregistered separate accounts that is an investment companyaccounts: 8.1. The Company represents that either the Company or the principal underwriter of any unregistered separate account holding Fund shares is a broker or dealer registered under the 1934 Act or is controlled (as defined in the ▇▇▇▇ 1940 ▇▇▇) by ▇▇ a broker or dealer registered under the ▇▇▇▇ 1934 ▇▇▇. 8.2. The Company will not hold any other investment security (as defined in Section 3 of the ▇▇▇▇ 1940 ▇▇▇) in ▇▇ the corresponding subaccount of an unregistered separate account that holds shares of a Fund. 8.3. The Company will seek instructions from holders of interests in an unregistered separate account holding Fund shares with regard to the voting of all proxies solicited in connection with a Fund and will vote those proxies only in accordance with those instructions, or the Company will vote Fund shares held in its unregistered separate accounts in the same proportion as the vote of all of the Fund’s 's other shareholders. 8.4. The Company will not substitute another security for shares of a Fund held in an unregistered separate account unless the Securities and Exchange Commission approves the substitution in the manner provided in Section 26 of the 1940 Act.

Unregistered Separate Accounts. Pursuant to Section 12(d)(1)(E) of the 1940 Act, the Company will comply with the following conditions for it to hold shares of any Fund Portfolio in one or more unregistered separate accounts that is an investment companyaccounts: 8.1. The Company represents that either the Company or the principal underwriter of any unregistered separate account holding Fund Portfolio shares is a broker or dealer registered under the 1934 Act or is controlled (as defined in the ▇▇▇▇ 1940 ▇▇▇) by ▇▇ a broker or dealer registered under the ▇▇▇▇ 1934 ▇▇▇. 8.2. The Company will not hold any other investment security (as defined in Section 3 of the ▇▇▇▇ 1940 ▇▇▇) in ▇▇ the corresponding subaccount of an unregistered separate account that holds shares of a FundPortfolio. 8.3. The Company will seek instructions from holders of interests in an unregistered separate account holding Fund Portfolio shares with regard to the voting of all proxies solicited in connection with a Fund Portfolio and will vote those proxies only in accordance with those instructions, or the Company will vote Fund Portfolio shares held in its unregistered separate accounts in the same proportion as the vote of all of the Fund’s Portfolio's other shareholders. 8.4. The Company will not substitute another security for shares of a Fund Portfolio held in an unregistered separate account unless the Securities and Exchange Commission approves the substitution in the manner provided in Section 26 of the 1940 Act.

Unregistered Separate Accounts. Pursuant to Section 12(d)(1)(E) of the 1940 Act, the Company will comply with the following conditions for it to hold shares of any Fund in one or more unregistered separate accounts that is an investment company: 8.1. The Company represents that either the Company or the principal underwriter of any unregistered separate account holding Fund shares is a broker or dealer registered under the 1934 Act or is controlled (as defined in the ▇1▇▇▇ ▇▇▇) by a broker or dealer registered under the ▇1▇▇▇ ▇▇▇. 8.2. The Company will not hold any other investment security (as defined in Section 3 of the ▇1▇▇▇ ▇▇▇) in the corresponding subaccount of an unregistered separate account that holds shares of a Fund. 8.3. The Company will seek instructions from holders of interests in an unregistered separate account holding Fund shares with regard to the voting of all proxies solicited in connection with a Fund and will vote those proxies only in accordance with those instructions, or the Company will vote Fund shares held in its unregistered separate accounts in the same proportion as the vote of all of the Fund’s other shareholders. 8.4. The Company will not substitute another security for shares of a Fund held in an unregistered separate account unless the Securities and Exchange Commission approves the substitution in the manner provided in Section 26 of the 1940 Act.

Unregistered Separate Accounts. Pursuant to Section 12(d)(1)(E) of the 1940 Act, the Company will comply with the following conditions for it to hold shares of any Fund Portfolio in one or more unregistered separate accounts that is an investment companyaccounts: 8.1. The Company represents that either the Company or the principal underwriter of any unregistered separate account holding Fund Portfolio shares is a broker or dealer registered under the Securities Exchange Act of 1934 Act (the "1934 Act") or is controlled (as defined in the ▇▇▇▇ 1940 ▇▇▇) by ▇▇ a broker or dealer registered under the ▇▇▇▇ 1934 ▇▇▇. 8.2. The Company will not hold any other investment security (as defined in Section 3 of the ▇▇▇▇ 1940 ▇▇▇) in ▇▇ the corresponding subaccount of an unregistered separate account that holds shares of a FundPortfolio. 8.3. The Company will seek instructions from holders of interests in an unregistered separate account holding Fund Portfolio shares with regard to the voting of all proxies solicited in connection with a Fund Portfolio and will vote those proxies only in accordance with those instructions, or the Company will vote Fund Portfolio shares held in its unregistered separate accounts in the same proportion as the vote of all of the Fund’s Portfolio's other shareholders. 8.4. The Company will not substitute another security for shares of a Fund Portfolio held in an unregistered separate account unless the Securities and Exchange Commission approves the substitution in the manner provided in Section 26 of the 1940 Act.