Common use of Unregistered Separate Accounts Clause in Contracts

Unregistered Separate Accounts. For its unregistered Account(s) which are exempt from registration in reliance upon Sections 3(c)(1) or 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act"), the Company represents and warrants that: (a) Investors Brokerage Services, Inc. is the principal underwriter for each such unregistered Account and any subaccount thereof and is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended; (b) Shares are and will continue to be the only investment securities held by the corresponding Account subaccounts; and (c) with regard to each Portfolio, the Company, on behalf of the corresponding Account subaccount, will: (1) seek instructions from all owners of Variable Insurance Products with regard to the voting of all proxies with respect to Shares and vote such proxies only in accordance with such instructions;and (2) refrain from substituting shares of another security for such Shares unless the SEC has approved such substitution in the manner provided in Section 26 of the 1940 Act.

Unregistered Separate Accounts. For its unregistered Account(s) which are exempt from registration in reliance upon Sections 3(c)(1) or 3(c)(7) under the Investment Company Act of 1940, as amended (the "1940 Act"), the Company represents and warrants that: : (a) Investors Brokerage Services, Inc. is the principal underwriter for each such unregistered Account and any subaccount thereof and is registered as a broker-broker- dealer under the Securities Exchange Act of 1934, as amended; ; (b) Shares are and will continue to be the only investment securities held by the corresponding Account subaccounts; and and (c) with regard to each Portfolio, the Company, on behalf of the corresponding Account subaccount, will: : (1) seek instructions from all owners of Variable Insurance Products with regard to the voting of all proxies with respect to Shares and vote such proxies only in accordance with such instructions;and instructions; and (2) refrain from substituting shares of another security for such Shares unless the SEC has approved such substitution in the manner provided in Section 26 of the 1940 Act.